Terms

BY PLACING AN ORDER FOR ANY GOODS WITH THE SELLER, THE BUYER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS OF SALE.

TERMS    OF SALE

These terms of sale govern the relationship between International Lighting Distributors 1000 CC with registration number 2004/099974/23 trading as International Lighting (referred to below as the “Seller”) and the person, firm or company purchasing goods from the Seller (referred to below as the “Buyer”).  Any reference to a “contract” is a reference to an individual contract of sale between the Buyer and the Seller resulting each time that the Buyer purchases goods from the Seller.  Each such contract will be read together with and governed by these Terms of Sale.

No alteration or variation of these Terms of Sale will be binding on the Seller unless recorded in writing and signed by or on behalf of the Seller.  No conditions of purchase or other terms of the Buyer, regardless of how they are presented, will be binding on the Seller unless the Seller expressly agrees in writing to be bound by them.

  1. Important Acknowledgement

The Buyer hereby acknowledges and accepts that:

  1. all goods supplied by the Seller and which have electronic ballasts have a recommended burning time of 12 hours out of every 24 hours;
  1. all goods supplied by the Seller will corrode in coastal areas or other areas where the goods are exposed to humidity.
  • Creditworthiness
  • The acceptance of orders for goods by the Seller is subject to the Seller first approving the Buyer’s application for credit facilities with the Seller. 
  • The Seller may cease accepting orders for goods from the Buyer or accept them only on cash terms stipulated by the Seller if the Seller in its sole discretion determines that the Buyer is no longer sufficiently creditworthy to receive goods from the Seller on credit.
  • Orders
  • The Buyer may place orders for goods by fax, email or telephone to the dedicated telesales lines provided by the Seller.
  • An order will be regarded as accepted when it is confirmed in writing by the Seller or when the goods are delivered, whichever occurs first.  The Seller is under no obligation to accept orders placed by the Buyer.
  • Price

The price applicable to the goods is the Seller’s price prevailing on the date of acceptance of the Buyer’s order for those goods.

  • Delivery
  • The Seller will either deliver the goods by making them available for collection at the Seller’s premises or by arranging delivery of the goods to the Buyer’s premises.
  • The Buyer accepts that if the Seller gives an indication of the date or time for the delivery of any goods, the indication will not be binding on the Seller and delivery after the expected date or time will not invalidate the contract nor will delivery after the expected date or time render the Seller liable for any loss or damages whatsoever.
  • Ownership and Risk
  • The risk in and to the goods passes from the Seller to the Buyer when:
  • the goods have been loaded onto the Buyer’s vehicle at the Seller’s premises in the case of delivery by collection;
  • the goods have been offloaded at the Buyer’s premises in the case of goods being delivered to the Buyer’s premises.

If the Buyer:

  • notifies the Seller of shortages or damages as required in terms of clause 5.2 or clause 5.3;
  • makes the goods in question available for collection by the Seller in their original packaging and together with the original invoice; and
  • obtains an uplift number for the collection of the goods,

the Seller shall replace the damaged goods or make up the shortfall and deliver the goods afresh at the Seller’s cost.

  • Exclusions and Indemnity
  • 7:
  • the goods are not subject to any warranty of any nature whatsoever, whether express or implied, except for the warranties provided for in the Consumer Protection Act No. 68 of 2008 (“CPA”) to the extent applicable;
  • the Buyer will not be entitled to reject delivery of any goods or return any goods to the Seller, subject to any rights in respect of delivered goods or goods tendered for delivery which the Buyer may have by operation of the CPA;
  • :
  • advice or guidance given by any employee, agent or other personnel of the Seller;
  • the improper or inappropriate use of the goods by the Buyer or any third party, including but not limited to burning the goods for longer than the recommended period of time;
  • the installation or manner of installation of any goods; or
  • any damage or disfigurement to the goods or loss of use of the goods caused by corrosion,

subject to section 61 of the CPA to the extent applicable in the circumstances of a particular case and provided that this clause shall not exclude the Seller’s liability for loss directly or indirectly attributable to the gross negligence of the Seller or any person acting for or controlled by the Seller in circumstances where the CPA applies to the contract(s) in question.

  • The Buyer hereby indemnifies and holds the Seller, its members, employees, representatives and agents harmless against any and all claims (and the costs incurred in defending such claims, and any costs found to be payable to third parties in respect of such claims) made by any party arising from or in connection with the matters described in clause 8.1(c) above
  • Returns without Reason

No returns without reason are permitted unless specifically agreed to by the Seller.  In the event that a return of goods without reason is permitted, the Buyer will be obliged to pay the handling charge stipulated by the Seller.

  1. Payment
  1. Payment for goods must be made in South African Rand free from bank exchange by the end of the month in which they are delivered.
  1. Payment may not be delayed or withheld because of:
  • any dispute or counterclaim of the Buyer, except to the extent impermissible in terms of the CPA where applicable; or
  • any failure or alleged failure by a third party to make any payment due or allegedly due to the Buyer.
  1. If any amount owed to the Seller is not paid on due date then:
  • all amounts owed to the Seller by the Buyer will become at once due and payable; and
  • subject to the provisions of the National Credit Act No. 34 of 2005, the Seller reserves the right to submit any details regarding the Buyer’s failure to make payment on time, to a registered credit bureau. 
  1. On the commencement of business rescue proceedings in respect of the Buyer in terms of the Companies Act No. 71 of 2008, all contracts will terminate automatically and all amounts outstanding under contracts in force up until that time will become immediately due and payable by the Buyer.
  1. Force Majeure

The Seller may cancel, or suspend performance under, any contract if its fulfilment is delayed or rendered impossible by war, invasion, insurrection, riot, order of any government, municipal or civil authority, breakdown, accidents, labour disputes or by any other cause beyond the reasonable control of the Seller and/or the Seller’s suppliers.  The Buyer agrees that the Seller will have no responsibility or liability under or arising out of any contract which is cancelled or suspended in terms of this clause.

  1. Default
  1. The Seller may cancel any contract or any uncompleted part of any contract, if:
  • the Buyer fails to pay any amount owing to the Seller on due date, in terms of any contract;
  • the Buyer, being an individual, dies or is provisionally or finally sequestrated or surrenders his estate;
  • the Buyer is a partnership and the partnership is terminated;
  • the Buyer, being a company, is deregistered or placed under provisional or final order of liquidation or is wound up whether voluntarily or otherwise; or
  • any judgment is granted against the Buyer which is not paid or rescinded within 21 (twenty one) days of the date of the judgment.
  1. Upon the cancellation of any contract for any reason whatsoever, the Seller may retake possession of the goods which the Seller still owns in terms of clause 6.2, except to the extent impermissible in terms of section 51(1)(i)(i) of the CPA where applicable.
  1. Disputes
  1. Any dispute arising from or in connection with any contract or the supply of any goods shall be finally resolved by arbitration.
  1. The arbitrator shall be the person agreed on between the parties or failing agreement the person appointed at the request of either party by the Chairman of the Association of Arbitrators (Southern Africa).
  1. The arbitration shall be conducted in accordance with the standard procedure rules of the Association of Arbitrators (Southern Africa).  The place of the arbitration shall be Durban, South Africa.  The language to be used in the arbitration proceedings shall be English.
  1. In respect of any matter which fail to be resolved by arbitration the Buyer consents and submits himself/itself to the jurisdiction of the Kwa-Zulu Natal High Court, Durban and, to the extent that a Magistrate’s Court of South Africa has jurisdiction in respect of the Buyer’s person even though the claim or the value of the matter in dispute might exceed the jurisdiction of such Magistrate’s Court, the Buyer consents to the jurisdiction of such Magistrate’s Court.
  1. Notwithstanding what is set out above, the Seller may institute action against the Buyer in any court of competent jurisdiction.
  1. Except in circumstances where the Buyer is an individual dealing with the Seller for purposes wholly or mainly unrelated to his or her business or profession, if the Seller institutes legal proceedings against the Buyer, the Seller will be entitled to recover from the Buyer all legal costs incurred in relation to those proceedings on an attorney and client scale.
  1. General
  1. No relaxation which the Seller may have permitted on any one occasion in regard to the carrying out of the Buyer’s obligations will prejudice or be regarded as a waiver of the Seller’s rights to enforce those obligations on any subsequent occasion.
  1. Each contract will be governed by and interpreted according to South African law.