S & J OFFICE FURNITURE GENERAL SALES TERMS AND CONDITIONS
- Creditor/Owner/Seller- shall be S&J Office Furniture CC with registration number 1989/017284/23.
- Credit Facility- Shall be any hire-purchase and/or any agreement entered into between S&J Office Furniture and a client for the purchase of Products from S&J Office Furniture on instalments over more than 1 month or for a defined period exceeding 1 month.
- Client/Client/Debtor/Client- Shall be any person who enters into an agreement with S&J Office Furniture or the purchase and/or use of Products offered by S&J Office Furniture.
- Days- Ordinary calendar days, excluding Sundays and Public Holidays.
- Lease- Shall be the Hire-Purchase Agreement entered into between the Seller and Client for the lease of the Office Furniture in terms of the Hire-Purchase Agreement.
- Products- Shall include but not limited to services offered by S&J Office Furniture and all Office Furniture products and equipment manufactured, listed, advertised or sold by S&J Office Furniture.
In these conditions, words importing one gender shall include the other gender and words importing the singular shall include the plural (and vice versa).
- Any order of Products resulting from any agreement concluded between the Seller and a Client shall be subject to the conditions stated herein unless specifically varied by the Seller in writing and these conditions shall at all times take precedence over any terms, conditions or stipulations contained in any of the Clients documentation which may be in conflict or contrary to terms and conditions contained herein.
- Should the Client in any way purport to attach any conditions which vary, amend or are in conflict with the conditions set forth herein, then, notwithstanding anything to the contrary stipulated by the Client, the conditions set forth herein shall prevail and be full of force and effect, unless specifically varied by the Seller in writing with specific reference to the Clients contrary documentation.
- In the event that this Agreement is entered into as a result of the Seller’s direct marketing, the Parties record that the Client shall be entitled to cancel this Agreement within 5 (five) days of signing it, provided that the Client gives proper written notice to the Seller of said cancelation.
- Each order for Products shall be in writing and shall fully detail the specifications or requirements, including type, quantity and size of the Products required. The Client shall be estopped from denying the validity of any order made by it or on its letterhead/order form, notwithstanding that such order may have been given or signed by a person not authorised by the Client.
- No order shall be binding on the Seller until accepted or confirmed in writing by the Seller and unless it is subject to these Conditions of Sale and
- Any request by the Client for a change to an accepted order shall be made in writing and shall only become binding upon the Seller if expressly agreed to in writing by a duly authorised representative of the Seller.
- Where products are supplied in satisfaction of a quotation, the addressee on the quotation is primarily responsible for payment of the products.
- All prices quoted by the Seller are subject to price variation. Prices may be varied even though quotations have been provided and products have commenced to be supplied, where the products being so supplied have been increased in price by the supplier to the Seller since the date the quotation was provided or the products have commenced to be supplied or the products have been ordered from the Seller by the Client.
- The Seller does not warrant that a product is available or able to be delivered on any specific date or day and any notification of probable availability is indicative only.
- The Seller will not accept any responsibility for any loss or damage occasioned either directly or indirectly to the Client or anyone related to the Client or Client by failure on the part of the Seller to provide and/or supply products by any particular date or time.
- It is the responsibility of the Client to control who has access to the Client’s credit account with the Seller.
- The Seller will supply, on request, products to any person or persons who purport to act on behalf of the Client those products from the Seller and where requested, the Seller will place the cost of those products upon the Client’s credit account with the Seller.
- However, if the Client provides the Seller in writing with a criteria that must be satisfied before credit will be granted to any person requesting that credit on the Client’s account then, as and from the date of being provided with that writing, so long as the criteria is reasonable, the Seller will require that criteria to be satisfied before providing products upon the Client’s credit account.
- Where a person/persons and/or corporation are supplied products by the Seller upon the account of a Client, then the Client is primarily responsible to the Seller for payments of those products.
- Where products are provided by the Seller to a Client, the person/persons and/or company whom or which the products are provided and/or delivered to is primarily responsible for payment for those products
- Any agreement purporting to vary the terms of this agreement, or any consensual cancellation, shall not be valid unless reduced to writing and signed by both the Client and the Seller
- 3. PAYMENTS
- The purchase price of the goods quoted are exclusive of VAT.
- All quotes will remain valid for a period of 30 days or until the date of issue of a new price list, whichever occurs first.
- The Client may elect to purchase goods on a cash or credit basis.
- In the case of a cash purchase, the Seller shall not deliver the ordered goods unless and until payment of the entire purchase price has been made without deduction or set-off and free of bank exchange in the quoted currency as per the relevant invoice and/or statement at the Seller’s registered office or to its banking account as nominated by it from time to time.
- Should the Client wish to purchase on credit, the purchase price of the goods listed on any invoice and or delivery note signed acknowledging receipt of such goods shall be paid and settled in full within 30 days from the date as noted on the relevant statement and/or the last day of the month immediately following the month during which the relevant invoice was issued by the Seller, whichever date is the earliest, without any deduction whatsoever and free of exchange at the Seller’s registered office or to its banking account as nominated by it from time to time. Should the Client purchase on credit, the Client will have to complete the credit application along with the suretyship agreement document and familiarize himself with the credit facility agreement terms and conditions.
- the Seller shall be entitled to charge interest on all overdue amounts calculated at 2% (two percent) above the ruling prime overdraft rate as charged by the Seller’s Bank from time to time calculated from due date of payment until date of payment.
4. CREDIT FACILITY (HIRE-PURCHASE AGREEMENT)
- The Debtor acknowledges that in terms of the credit facilities hereby granted, all purchases made by the Debtor are payable within 30 days of the date of the Creditor’s invoice.
Credit facilities may be withdrawn by the Creditor at any time without prior notice and the Creditor reserves the right to review the extent, nature and duration of such facilities at all times.
- The signatory hereto binds himself as surety an co-principal Debtor in solidium with the Debtor in favour of the Creditor for the due payment of all amounts which may at any time be payable by the Debtor to the Creditor from any cause of action whatsoever and whether acquired by the Creditor by the way of cession or otherwise.
- The signatory further waives the benefits of excussion and division and of the legal exceptions non numeratae pecuniae and non causa debiti and acknowledges himself to be fully acquainted with the meanings of those terms.
- The terms and conditions of this application shall apply mutatis mutandis to any surety ship.
- This surety ship is a continuing surety ship and shall remain of full force and effect notwithstanding any fluctuation in, or temporary extinction of the Debtor’s indebtedness to the Creditor. It may not be withdrawn, revoked or cancelled by me/us without the Creditor’s prior written consent.
- Any consensual cancellation or withdrawal of this surety ship by me/us and the Creditor shall only be valid and effective if reduced to writing.
- A certificate under the hand of any director or manager of the Creditor (whose appointment need not be proved) as to the existence and the amount of the Debtor’s indebtedness and the surety’s indebtedness to the Creditor at any time, as to the fact that such amount is due and payable, the amount of interest accrued thereon and as to any other fact, matter or thing relating to the Debtor’s indebtedness to the Creditor and the surety’s indebtedness to the Creditor shall be sufficient and satisfactory proof of the contents and the correctness thereof for the purpose of provisional sentence, summary judgment or any other proceedings of whatsoever nature against the Debtor and/or the surety in any competent Court and shall be valid as a liquid document for such purpose.
- Any admission made by the Debtor as to the fact that it is indebted to the Creditor or as to the amount of any such indebtedness to the Creditor shall be binding upon the surety.
6. DELIVERY OF PRODUCTS
- Notwithstanding any other provision to the contrary, the Seller’s obligation to deliver Products shall, in all cases, be subject to the availability to the Seller of the Products ordered.
- Time shall not be of the essence of the contract and delivery dates shall be treated as approximate only, based on the latest information available to the Seller.
- Under no circumstances shall the Client be entitled to withdraw from or terminate the contract on account of any delay in delivery or have any claim of any nature whatsoever against the Seller arising from late delivery;
- The Seller shall be exempted from and shall not be liable under any circumstances whatsoever for any indirect or consequential damages of any nature whatsoever or any loss of profit or special damages of any nature whatsoever and whether in the contemplation of the parties or not, which the Client may suffer as a result of any delay in delivery of the Products ordered.
- Ownership in the Products sold and delivered to the Client on account shall pass to the Client only when all amounts due by the Client to the Seller shall have been paid, notwithstanding delivery of the said Products to the Client. Risk in and to the Products shall, however, pass to the Client on delivery.
- 7.1. The Client agrees and acknowledges that in the event of:
- he Client breaching any of the terms and conditions set out herein or in any agreement entered into between the Client and the Seller and after notice to remedy the breach has failed to remedy said breach;
- The Client failing to pay any amount due and payable on due date;
- The Client suffering any civil judgment to be taken or entered against it;
- The Client causing a notice of surrender of its estate to be published in terms of the Insolvency Act No 24 of 1936 as amended;
- The Client dying;
- The Client estate being placed under any order of provisional or final sequestration, provisional or final winding up, or provincial or final judicial management, as the case may be;
- then and in that event , the Seller shall, without detracting from any other remedies which may be available to it, be entitled to summarily cancel the sale of any Products to the Client on written notice to the Client and to rely on the provisions of Clause 5.5 in order to repossess those Products sold and delivered by the Seller to the Client, or to claim specific performance of all the Client obligations whether or not such obligations would otherwise then have fallen due to performance; in either event, without prejudice to the Seller right to claim damages.
- Should the Seller agree to accept the return of any Products for credit, the Client shall be liable to pay the Seller a handling charge of not less than 10% on the invoiced price of the Products so returned.
- In the event of the Seller instructing attorneys to collect from the Client an amount owing to the Seller, the Client agrees to pay all costs on the scale as between attorney and own client, including collection charges, plus Value Added Tax on such costs and charges.
- The Client consents to the jurisdiction of the Magistrate’s Court in terms of Section 45 of the Magistrate’s Court Act No. 32 of 1944 (as amended), having jurisdiction under Section 28 of the said Act, notwithstanding that the claim by the Seller exceeds the normal jurisdiction of the Magistrate’s Court as to amount. The Seller shall, in its discretion, be entitled to proceed against the Client in any other Court of competent jurisdiction notwithstanding the aforementioned.
- The Client and the surety nominate as domicilium citandi et executandi the address reflected in any agreement concluded on the face of this application form under the heading “Business Address”, for service upon them of all notices and processes in connection with any claim for any sum due to the Seller arising out of credit granted by the Seller to the Client.
- No relaxation or indulgence granted to the Client by the Seller at any time, shall be deemed to be a waiver of any of the Seller’s rights in terms hereof and such relaxation or indulgences shall not be deemed a novation of any of the terms and conditions set out herein, or create any estoppels against the Seller.
- 8.1. It is a condition of each sale that Products are sold with a 2 year warranty against defective materials and faulty workmanship, fair wear and tear, misuse and abuse excluded. In addition, the Client shall be precluded from raising any complaints or disputing liability to the Seller in any way unless it shall have notified the Seller of its complaints or grounds of dispute in writing within 7 days of receipt of the Products in question.
- Notwithstanding the timeous raising of a complaint or dispute of liability by the Client, the Client shall, under no circumstances, be entitled to withhold payment in respect of the Products from the Seller pending the resolution of such dispute or complaint.
- Subject to the aforementioned, the Seller shall, in its discretion, be entitled to either remedy any failure by adjusting, repairing or replacing the Products in question, or refunding the whole or part ( as the case may be) of the contract price paid to it by the Client in respect of such Products concerned to the Seller.
- Save as otherwise specifically provided for herein, the Seller shall not be liable to the Client or to any other person for any indirect or consequential damages of any nature whatsoever or any loss of profit or special damages of any nature whatsoever and whether in the contemplation of the parties or not, which the Client may suffer as a result of any breach by the Seller of any of its obligations under these conditions or out of any other cause whatsoever.
- The Client hereby indemnifies the Seller against any claim which may be made against the Seller by any other person in respect of any matter for which the liability of the Seller is excluded in terms of the aforementioned.
- Nothing contained in this herein or in any agreement concluded between the Seller and the Client shall contravene or attempt to contravene the provisions contained in the National Credit Act 34 of 2005 (NCA) and the Consumer Protection Act 68 of 2008 (CPA) and that should any provision contained herein or in any agreement concluded between the Seller and the Client be in conflict with a provision of the CPA or NCA, the provisions contained in the CPA and the NCA shall prevail.
- Should any term or condition be silent on a particular matter, the provisions contained in the CPA and NCA shall apply as well as any common practice regarding that matter.