STANDARD TERMS & CONDITIONS OF SALE
- “The Act” means the Consumer Protection Act, 68 of 2008 and the Regulations pertaining there to
- “The Agreement” means these terms and conditions, which are applicable to the sale of the Goods by the Company to the Customer.
- “The Company” means the company Ultra Health Group (proprietary) limited, Registration number 2013/087089/07 and any division or subsidiary of the Company
- “The Customer” means the party who has placed an order, whether verbal or written, with the Company or any party with whom the company contracts as a result of the submission of any offer to purchase Products from the Company and includes any representative of the Customer.
- “The Goods” means the products supplied or to be supplied by the Company to the Customer in accordance with the Agreement and includes products to be manufactured in accordance with the specifications of the Customer.
The terms and conditions as set on in this document shall apply to all transactions in which the Company accepts an order to sell and supply any Goods to the Customer. These terms and conditions shall apply to the exclusion of any terms and conditions specified by any Customer and no alteration or variation to these terms and conditions shall be of any force or effect unless recorded in writing and signed by the Company. All orders placed shall be in writing and shall be irrevocable upon receipt by the Company. The Company may, in its sole discretion, accept verbal orders.
Prices and Payment
The price payable by the Customer for the Goods shall be the price set out in the standard price list of the Company, applicable at the time of the order being placed, which is available on request. Where the Goods are not specified in the standard price list of the Company, the price shall be as quoted by the Company to the Customer. All prices quoted are net ex warehouse and exclude VAT, and include delivery charges unless otherwise specified. Prices shall apply to the whole of any order. Where only a portion of an order is collected or delivered, the Company reserves for itself the right to increase the price proportionately to cover any fixed costs associated with the whole of such order. Only written quotations shall be binding upon the Company and shall lapse if an order is not placed by the Customer within the validity of the quotation or if not specified, within 30 days of the date of submission of such quotation. The full price for the supply of the Goods plus VAT and any other charges applicable to the order, shall be payable within 30 days of the date when the Goods become available for collection or delivery unless other terms are specifically agreed by the Company and confirmed in writing. Payment shall be made without deduction or offset of any kind and free of exchange and shall be made at the address indicated on the invoice or paid directly into the nominated bank account of the Company. Payment details reflecting each individual invoice number and amount paid shall be submitted together with the payment or in the event of a direct deposit, emailed to the Company at the address specified on the invoice.
Interest on overdue amounts
In the event that payment is not made on or before the due date for payment then the Company may, without prejudice to any other legal remedy available in law, charge interest on the amount overdue at a rate of 5% (five per centum) above the prime overdraft rate charged by the Standard Bank of South Africa Limited from time to time, calculated from due date for payment to date of actual payment, both days inclusive. In the event of any payment being overdue, the Company reserves the right to withdraw any account facilities granted to the Customer without further notice to such Customer. In such an event the full amount outstanding by the Customer to the Company shall immediately became due and payable.
The Company shall use its best endeavors to ensure that its sales representative supplies the Customer with the best suited types of Goods for the Customer’s target market.
The Customer may, with prior arrangement with a Director of the Company swop out slow moving Goods over a 6-9 month period provided the following conditions are adhered to:
- Regular monthly orders by the Customer of best moving Goods
- Slow moving product lines are replaced with 6 of a new fast moving product line
- Any return must be supported with a minimum of a R2000 stock replenishment order.
- Have to keep pricing with 10% of our recommended Retail Pricing
At the Company’s, discretion, it shall be entitled to charge an admin fee of 30% of the value of any slow moving stock returned by the Customer should the above not be adhered to.
The Company reserves its rights to not accept any returned goods in the event of one or more of following circumstances apply:
- If the Customer is not a regular Customer, meaning the Customer has not bought products on a regular monthly basis as determined in the Company’s sole discretion.
- The Customer’s retail pricing exceeds 20% of the Company recommended retail price
- The Customer insists upon the range of products they keep and does not allowing the Company representative to advise upon the appropriate lines to stock or refuses to accept the advice of the Company’s representative in this regard
All stands supplied to the Customer by the Company for display of products remain the property of the Company and must be returned to the Company in the event that the Customer fails to continue with the monthly orders in respect of Goods or in the event of the Agreement being cancelled for any reason whatsoever. Should the stand not be returned in good order to the Company at the customer’s cost within 7 working days , then the Customer shall be liable to pay the Company an amount of R5000.00, being the cost of the stand.
In the event of the Customer failing to make payment of any amount due by it on due date, notwithstanding demand, then the Company shall be entitled to instruct its Attorneys to institute action out of any competent Court having jurisdiction over the Customer and the Customer shall be liable for all legal costs incurred by the Company on the scale as between attorney and client, and for collection commission, calculated at 10% on all payments subsequently received, as well tracing fees, if necessary. The Customer shall be liable for the legal costs incurred by the Company irrespective of whether legal action has actually been instituted by the Company’s attorneys.
Delivery, Risk and Ownership
The Goods will become available for delivery and delivered on the date specified in the order or any such other date as advised to the Customer by the Company. Delivery of the Goods will be taken by the Customer on such specified date. Failure of the Customer to take delivery on the date so specified shall entitle the Company to store the Goods at the risk and cost of the Customer until such time as delivery is affected. Delivery will be effected and the risk therein passed to the Customer when the Goods or any portion thereof, are received on the premises of the Customer. Any time or date specified for delivery is intended to be an estimate only and the Company shall under no circumstances whatsoever be liable for any loss or profit or consequential damages suffered by the Customer arising out of the Company’s failure to deliver timeously or at all. Late or partial deliveries shall in no way invalidate the Agreement and the Customer shall accept such deliveries when so tendered. All Goods delivered shall remain the property of the Company until payment in full has been received by the Customer. In the event of the default by the Customer, the Company shall be entitled to re-take possession of the Goods without prejudice to any further rights the Company may have at law or in terms of these terms and conditions.
Liability and Indemnity
WHILE THE COMPANY ACKNOWLEDGES THAT THE GOODS WILL BE MANUFACTURED AND SUPPLIED IN ACCORDANCE WITH THE SPECIFICATIONS OF THE CUSTOMER, THE COMPANY SHALL, UNDER NO CIRCUMSTANCES WHATSOEVER, BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OR PROFIT OR CONSEQUENTIAL LOSS SUFFERED BY THE CUSTOMER OR THIRD PARTY AS A RESULT OF ANY ACT OR OMISSION BY THE COMPANY. THE CUSTOMER HEREBY INDEMNIFIES THE COMPANY, ITS DIRECTORS, EMPLOYEES AND AGENTS AGAINST ANY LOSS OR DAMAGE SUFFERED BY THEM RESULTING FROM ANY CLAIM MADE AGAINST THE COMPANY, ITS DIRECTORS, EMPLOYEES OR AGENTS BY ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE, DEATH OR INJURY ARISING OUT OF THE GOODS AND/OR THEIR USE FOR ANY PURPOSE, SAVE WHERE SUCH LOSS, DAMAGE, DEATH OR INJURY IS AS RESULT OF ANY NEGLIGENCE OF THE COMPANY, ITS DIRECTORS OR EMPLOYEES.
Warranty and Return of goods
The Company warrants that any Goods supplied to the Customer comply with the requirements and standards contemplated in Section 55 of the Act and are reasonably suitable for the purpose for which they are generally intended and are safe, of good quality and free of any defects. This warranty however does not apply to any Goods supplied to the Customer which have been altered, contrary to the instructions, after delivery thereof to the Customer.
The Customer has the right, within six months after the delivery of the Goods to the Customer, to return any Goods without penalty to the Customer and at the Company’s risk and expenses, if the Goods fail to satisfy the requirements and standards contemplated in Section 55 of the Act, and shall be entitled, at its election, to either:
1) the replacement of the defective or unsafe Goods, or
2) a refund of the price paid for the Goods,
provided that the Goods have not been altered in any way or have the unsafe characteristic or defect in the Goods existed at the time the Goods were supplied and delivered to the Customer
These terms and conditions constitute the whole of the Agreement between the Customer and the Company relating to the Goods and save as otherwise provided for herein, no amendment, alteration, addition, deletion or variation will be of any force or effect unless reduced to writing and signed by the parties. The parties agree that no other terms and conditions, whether oral or written, and whether express or implied will be applicable to this Agreement. Save for any warranties given in these terms and conditions and any other written warranties given to the Customer, the Company makes no warranties or representations in respect of the Goods or their use for any purpose.
The Customer chooses “domicilium citandi et executandi” for all purposes arising out of these terms and conditions at the address specified on the order or where none is specified, at the delivery address. The Company chooses 23 Kinloch Crescent, Durban North, KZN, as its’ “domicilium citandi et executandi”. All invoices, documents and legal processes may be served at such addresses and in the event of any change thereto the changing party shall notify the other party within 7 days thereof by registered mail to such address, and provided the new address is a physical address within the Republic of South Africa.
Applicable law and Jurisdiction
These terms and conditions will be governed and interpreted in accordance with the laws of the Republic of South Africa. The Customer hereby consents to the jurisdiction of the Magistrate’s Court in respect of any dispute or claim arising out of these terms and conditions and transactions concluded in terms hereof for the sale and supply of any Goods to the Customer by the Company, notwithstanding that the value of such dispute or claim may otherwise be beyond the jurisdiction of the Magistrate’s Court, provided that this provision shall not preclude the Company, at its sole discretion, from instituting any action in the High Court of South Africa having jurisdiction or any other Court of competent jurisdiction. A certificate signed by a director of the Company stating the amount due by the Customer to the Company at any time shall be prima facie proof of the amount due by the Customer to the Company and the facts stated therein for the purposes of all legal proceedings against the Customer for the recovery of any indebtedness to the Company and such certificate shall be sufficient to enable the Company to obtain provisional sentence or summary judgment against the Customer in terms hereof in any court of competent jurisdiction.
AGREED PAYMENT TERMS :