Terms and Conditions of Sale[1] Definitions
In these Terms and Conditions, unless the context indicates otherwise[1.1] “Agreement” means the agreement between the Seller and the Purchaser for the
sale and purchase of the goods as set out in these Terms and Conditions and the
Invoice;[1.2] “day” means any calendar day other than a Saturday, Sunday or public holiday as
gazetted by the government of the Republic of South Africa;[1.3] “Goods” means the goods described in the Invoice.[1.4] “Invoice” means the Invoice for the sale of the Goods which incorporates these
Terms and Conditions by reference;[1.5] “Parties” means the Purchaser and the Seller and “Party” shall be a reference to
any one of them as the context may require;[1.6] “Purchaser” means the person identified as such in the Invoice;[1.7] “Purchase Price” means the purchase price payable by the Purchaser to the Seller
for the Goods as indicated on the Invoice as “Total Due”;[1.8] “Seller” means A&A Containers (Pty) Ltd 1999/025452/07[1.9] “Terms and Conditions” means the terms and conditions as set out in this
document and the Invoice;[1.10] “under this Agreement” means, in terms of, pursuant, under, and arising from
this Agreement, including its breach or termination;[1.11] a stated number of days shall be determined by excluding the first and including
the last day,[1.12] an expression which denotes a gender includes the other genders;[1.13] an expression which denotes a natural person includes a juristic person and the
other way around;[1.14] an expression which denotes the singular includes the plural and the other way
around;[1.15] a reference to a clause is a reference to a clause in these Terms and Conditions.[2] Sale and Purchaser[2.1] The Seller hereby sells to the Purchaser, who purchases, the Goods on these Terms
and Conditions.[3] Retention of Ownership[3.1] Ownership of, and the risk of loss and profit in, the Goods shall pass to the
Purchaser upon payment by the Purchaser of the Purchase Price.[4] Terms of Payment[4.1] In the event that the Goods are sold without the need for the Seller to convert such
Goods according to the Seller’s specification and detailed on the Invoice, the
Purchaser shall make payment of the full Purchase Price upon receipt of the
Invoice.[4.2] In the event that the Goods need to be converted to the specification as detailed on
the Invoice, the Purchaser agrees to pay a deposit equal to 50% (fifty percent) the
value of the Purchase Price upon receipt of the Invoice.[4.3] Subject to [4.2], the balance of the Purchase Price shall be paid prior to release
and delivery of the Goods to the destination detailed on the Invoice.[4.4] In the event that the Purchaser fails to settle the outstanding amount of the Invoice
as per [4.3] or otherwise agreed, the Purchaser shall be liable for storage costs in
respect of the Goods, which the Purchaser shall pay prior to release and delivery
of the Goods.[5] Delivery of Goods[5.1] The Seller shall not be liable to deliver the Goods to the Purchaser unless
expressly stated on the Invoice.[5.2] All periods stated for delivery or completion run from the date of payment by
the Purchaser in accordance with [4] above.[5.3] The date for delivery or completion shall be deemed as estimates only and the
Seller shall not be liable for any delay whatsoever.[5.4] If delivery is delayed due to any act or omission of the Purchaser, or if
having been notified that the goods are ready for despatch, the
Purchaser fails to take delivery or provide adequate shipping
instructions, the Seller shall be entitled to place the Goods into a
suitable store at the Purchaser’s expense. Upon placing the Goods into
storage, delivery shall be deemed to be complete, risk in the Goods
shall pass to the Purchaser and the Purchaser shall pay Seller
accordingly.[6] Condition of the Goods[6.1] The Goods are sold as is and may be defective.[6.2] The Seller does not warrant that the Goods are fit for the Purchaser’s purpose.[6.3] The Purchaser shall solely be responsible for procuring collection of the Goods,
unless otherwise specified on the Invoice.[6.4] The Purchaser shall be liable for any duties that may be payable in respect of the
Goods.[6.5] Unless expressly agreed and reduced to writing signed by both parties, the Seller
does not warrant or guarentee, either expressly or tacitly, the Goods or any
workmanship thereto pursuant to any conversion, alteration, variation or the like.[7] Method of Payment[7.1] All payments due by the Purchaser to the Seller in terms of this Agreement shall
be paid –[7.1.1] On due date, without demand, and free of any set-off or exchange and
without any deduction whatsoever;[7.1.2] By way of an electronic transfer of cleared funds, immediately available
to the Agent to the following account:
A&A Containers (Pty) Ltd
Standard Bank of South Africa
Account number: 022729402
Account Type: Business Current Account
Branch: Sandton City
Branch Code: 018105
Branch Code (electronic transfer): 051001
SWIFT Address: SBZA ZA JJ[7.1.3] in such manner that[] the payer bank shall not in any manner whatsoever be
entitled or obliged to reverse such payment; and[] the payee bank shall have immediate, unrestricted and
irrevocable access to all such funds.[8] Breach[8.1] In the event of breach by the Purchaser, the Seller shall afford the Purchaser 5
(five) days written notice of such breach and call upon the Purchaser to remedy
the breach.[8.2] In the event of the Purchaser committing any breach of these terms and
conditions including, but not limited to, the failure to make payment of the
Purchase Price as agreed, the Seller shall be entitled forthwith to claim
repossession of the goods, for which purpose the Purchaser hereby irrevocably
authorises the Seller, through its duly authorised representative/s, to enter upon
the premises where the Goods are kept, to take repossession of the goods.[8.3] The exercise of this right in [8.2] shall not preclude the Seller from its right to
claim damages from the Purchaser occasioned by its breach.[8.4] The Seller shall, in the alternative, be entitled to enforce the provisions of these
Terms and Conditions and claim payment of the full amount due by the
Purchaser, any instalments of the price falling due in the future to become due
and payable immediately.[8.5] In the event of breach the Seller shall be entitled to charge interest on overdue
amounts at a rate of prime plus 2% per month.[8.6] Should the Seller take legal action against the Purchaser in the event of the
Purchasers breach, the Purchaser shall be liable for all legal fees incurred by
the Seller in the recovery of any amounts owing, including costs on the attorney
and own client scale and collection commission.[8.7] If the Purchaser breaches these Terms and Conditions and the Seller elects not to
cancel the agreement of sale, the Seller shall be entitled to suspend performance
of any of its obligations until the Purchaser has complied with its obligations.[9] Site Requirements[9.1] The Seller shall not be responsible for ensuring the site is suitable to receive the
Goods.[9.2] The Purchaser shall ensure that the site where the Goods are to be delivered:[9.2.1] is level and compacted;[9.2.2] has a slope not more than than 200mm over the length and 100mm over
the width of the unit;[9.2.3] is accessible for an abnormally large load;[9.2.4] is free from trees or obstacles;[9.2.5] has an entrance of not less than 4 (four) meters wide.[9.3] In the event that delivery takes longer than 1 ½ hours (one and a half hours), a
standing charge of R300.00 per hour will be charged to the Purchaser.[9.4] In the event that the site requirements are not met and the truck is unable to
offload the Goods, the Purchaser shall be liable for any further costs associated
with delivery, including but not limited to:[9.4.1] Returning the Goods to the Purchaser for storage;[9.4.2] Standing time;[9.4.3] Re-delivery of the Goods once the site requirements are met.[9.5] The Seller shall not be liable for:[9.5.1] Civil works to level site to manufacturers specifications;[9.5.2] Supply of and connection to units of main services i.e. water, electricity,
sewerage and gas;[9.5.3] Fitting of air conditioners on site;[9.5.4] Monthly cleaning of indoor air-conditioners Filter; or[9.5.5] Compliance certificates of whatever nature[9.5.6] Any other work
unless specifically included on the Invoice.[10] Limitation of Liability[10.1] The Seller shall not be liable for any loss or damage suffered by the Purchaser or
any third party as a result of any cause whatsoever, including, without limitation,
as a result of the Goods not being suitable for the Purchaser’s purpose.[11] Force Majeure[11.1] If any Party is prevented, hindered or delayed from performing any of its
obligations in terms of this Agreement as a result of any event beyond its control
including war, riots, earthquakes, hurricanes, an “act of God”, “act of State”,
“disease or illness”, “epidemic or pandemic” or other similar event beyond the
control of the Party, that Party shall not be liable for any failure to perform its
obligations while such event persists and either Party shall have the right to
terminate the Agreement if the event persists for a period in excess of 30 days.[11.2] The Party whose performance is prevented, hindered or delayed by a Force
Majeure event shall promptly notify the other Party of the occurrence of the event
and describe in reasonable detail the nature thereof.[12] Miscellaneous[12.1] The Parties hereby consent to the non-exclusive jurisdiction of the South Gauteng
High Court, in respect of all disputes, matters and causes arising in any manner
whatsoever out of or in connection with these Terms and Conditions.[12.2] This Agreement shall be governed according to the Law of South Africa.[12.3] Any latitude, extension of time, or other indulgence which may be given or
allowed by the Seller in respect of the performance of any obligation hereunder,
and any delay or forbearance in the enforcement by the Seller of any right
hereunder, shall not in any circumstance be construed to be an implied consent or
election and shall not operate as a waiver or a novation of or otherwise adversely
affect any of the Sellers rights under this Agreement, or estop or preclude the
Seller from enforcing at any time and without notice, strict and punctual
compliance with each and every provision hereof.[12.4] Any addition to or variation, consensual cancellation, or novation of this
Agreement shall only be valid, binding, and of any force or effect if reduced to
writing and duly signed by the Parties.[12.5] A waiver of any right arising from this Agreement or its breach or termination
shall be only be valid, binding, and of any force or effect if reduced to writing and
duly signed by the Party making the waiver.[12.6] These Terms and Conditions, read with the Invoice, constitutes the whole
agreement between the Parties as to the subject matter hereof, and no agreement,
representation, or warranty between the Parties regarding the subject matter hereof
other than those set out herein are binding on the Parties.[13] Addresses[13.1] The Parties select as their domicilia citandi et executandi for all purposes in
connection with this Agreement, the following addresses:[13.1.1] The Seller:
9B Ridge Road
Laser Park
South Africa[13.1.2] The Purchaser:
The physical and email addresses stated on the Invoice[13.2] Either Party shall be entitled to change its domicilium on 5 days’ prior written
notice by either Party to the other.[13.3] Any communication despatched by either Party to th