TERMS & CONDITIONS OF SALE
- LIMIT OF LIABILITY
1.1 Sternwood (“Sternwood” being defined in these terms and conditions to mean “Sternwood, its employees, members and agents”) shall in no circumstances be held liable to the customer for any loss or damage howsoever arising and whether direct or consequential, whether arising from the use of its products or materials or from any alleged defects in them, or from any failure of Sternwood to deliver fully, timeously or at all or on any other grounds whatsoever.
1.2 Any advice or information or assistance given by Sternwood , whether concerning suitability, method of application, technical recommendations, the use of tools or machinery or anything else is given in good faith, without obligation and subject to the exclusion of any liability whatsoever on the part of Sternwood in respect of damages whether direct or consequential, howsoever arising, as a result of such advice, information or assistance given. All data provided and statements and recommendations made are based upon information believed to be reliable but are made without representation or guarantee or warranty of accuracy.
1.3 Sternwood’s goods are sold on the condition that the customer will examine the goods in relation to the recommendations relating thereto and the uses to which the goods are to be put in order to assess their suitability for the intended purpose before being used.
1.4 Without prejudice to the aforegoing Sternwood will replace, free of charge, all goods or materials which in its sole and absolute discretion it considers to have been defective by reason of faulty material or workmanship provided such goods or materials have been returned to Sternwood’s factory, carriage paid, within 14 (fourteen) days after delivery thereof to the customer, or within such longer period as which Sternwood might have agreed to in writing.
1.5 No other conditions herein set forth shall prejudice, affect or derogate from the provisions of this Limit of Liability clause.
2. PRICING POLICY
The prices at which products and goods are sold by Sternwood are ruling prices as at date of delivery unless otherwise expressly agreed in writing. List prices exclude VAT.
3. NON-STANDARD ORDERS
3.1 In the case of special orders placed in respect of products other than those reflected on Sternwood’s official price list (in respect of orders for products required to be prepared by Sternwood to suit the specific requirement of the customer) the customer shall be obliged to accept and to pay for any quantity tendered for delivery which is within 10 % (ten percent) more or less than the quantity ordered by the customer.
3.2 Goods specially ordered shall not be returnable under any circumstances.
4. PASSING OF RISK
Unless otherwise agreed by Sternwood in writing, the risk in all goods sold shall pass to the customer upon delivery of the goods to the customer or to any carrier thereof whether such carrier be the agent of Sternwood or of the customer.
Delivery of the goods sold shall be deemed to have been taken place upon the goods having been made available for collection by the customer at the premises of Sternwood.
6. RETURN OF GOODS
The return of goods shall only be accepted with the written consent of Sternwood.
7.1 Notwithstanding that all risk in all goods sold by Sternwood to a customer shall pass on delivery, ownership in all goods sold and delivered shall remain vested in Sternwood until the full purchase price thereof has been paid.
7.2 In the event of a breach of these terms and conditions by a customer in circumstances in which goods have not been paid for in full, or if, in such circumstances, a customer is sequestrated or liquidated or commits any act of insolvency or enters into any compromise with its creditors or fails to satisfy a judgment granted against it within 7 days of the date of judgment Sternwood shall be entitled to take possession of the goods without prejudice to any further of its rights and is irrevocably authorized by the customer to enter its premises to take possession of such goods without a Court Order.
8.1 Payment in respect of any goods shall be made without set off or deduction on any grounds whatsoever within 30 (thirty) calendar days from the date of the statement upon which the purchase of the goods is reflected for the first times unless otherwise agreed by Sternwood in writing.
8.2 Non-compliance with clause 8.1 hereof shall nullify any discounts which might have been agreed between Sternwood and the customer and, in that event, the customer will be liable to pay the full price as reflected in the invoice.
8.3 No latitude or extension of time which may be allowed by Sternwood to a customer shall be deemed to be a waiver of Sternwood’s rights or create an estoppel or a novation and Sternwood may at any time without notice require strict and punctual compliance with each and every provision hereof.
8.4 Payments made to Sternwood by means of cheques, bank transfers or electronic funds transfers shall be deemed to have been made in Port Elizabeth.
9. JURISTRICTION and COSTS
9.1 Sternwood shall be entitled, but not bound, to institute any proceedings against a customer in any Magistrate’s Court, notwithstanding that the claim may exceed the jurisdiction of the Magistrate’s Court, the customer hereby consenting to the jurisdiction of such court.
9.2 The customer shall be liable for all legal costs on the attorney and client scale and for collection charges and tracing fees incurred by Sternwood as the result of a breach by the customer of these conditions.
10.1 The customer hereby indemnifies Sternwood and holds it harmless against all claims of whatsoever nature which may be brought against it by any person arising out of or due to any act or default of Sternwood, or out of the supply and or use of its products, howsoever such claim may arise.
Acceptance by Sternwood of any order from a customer shall bring into effect a contract upon the terms and conditions set forth herein which contract will constitute the only contract between the parties.
12. VARIATION TO CONTRACT
No variation to or modification of these terms and conditions shall be of any force or effect unless such variation or modification is agreed to in writing by Sternwood.
The customer chooses as its domicilium citandi et executandi the physical address set forth for it in the credit application to which this document forms an annexure.
The customer will accept, on its mere production, as prima facie proof of the matters certified therein, a certificate purporting to have been signed by any member or accountant of Sternwood, the authority of which signatory need not be proved.
Upon request by Sternwood the Customer shall make available to it such documentation as which it might require, including trust deeds, letters of authority, financial statements and the like.
16.1 A breach of these terms by the customer shall entitle Sternwood to demand and recover from the customer payment of all amounts owing by it whether then due or not and to refuse to deliver to the customer any goods which might have been purchased by it but not yet delivered.
16.2 A breach of these terms by the customer shall entitle Sternwood to restrict or terminate the credit extended to the customer.
17. STERNWOOD’S DISCRETION
Should Sternwood, in its unfetted discretion deem it prudent to limit or terminate the credit extended to the customer it will be entitled to do so in which event the customer shall have no claim whatsoever against Sternwood, howsoever such claim may arise, arising from the exercise, by Sternwood, of the aforesaid discretion.