PLACING AN ORDER FOR ANY GOODS WITH THE SELLER, THE BUYER AGREES TO BE BOUND BY
AND ACCEPTS THESE 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.
- Important Acknowledgement
The Buyer hereby acknowledges and accepts that:
- all goods supplied
by the Seller and which have electronic ballasts have a recommended burning
time of 12 hours out of every 24 hours;
- all goods supplied
by the Seller will corrode in coastal areas or other areas where the goods are
exposed to humidity.
- 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.
- 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.
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.
- 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.
- 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
- obtains an uplift number for the collection of the
the Seller shall replace the damaged goods or
make up the shortfall and deliver the goods afresh at the Seller’s cost.
- 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;
or guidance given by any employee, agent or other personnel of the Seller;
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;
installation or manner of installation of any goods; or
damage or disfigurement to the goods or loss of use of the goods caused by
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.
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.
- 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.
- 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.
- If any amount owed to the Seller is not paid on due
- 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
- 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.
- 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.
- 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
- 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.
- 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
- Any dispute arising from or in connection with any
contract or the supply of any goods shall be finally resolved by arbitration.
- 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).
- 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.
- 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.
- Notwithstanding what is set out above, the Seller may
institute action against the Buyer in any court of competent jurisdiction.
- 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
- 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.
- Each contract will be governed by and interpreted
according to South African law.