Terms of Sale
STANDARD TERMS AND CONDITIONS
- PARTIES AND DEFINITIONS
1.1 Progrow Electrical means Progrow Products (Pty) Ltd a Company duly registered under the laws of the Republic of South Africa;
1.2 “Customer” means any person, firm, company, corporation or other legal entity whose details appear on the quotation of which these Conditions form part;
1.3 “Goods and/or Services” means any goods and/or services provided, by Progrow Electrical to the Customer as set out in the quotation;
1.5 “Contract” means the contract for the sale and purchase of the Goods and/or Services, incorporating these Conditions and the Quotation
1.6 “Quotation” means Progrow Electrical’s Quotation as provided to the Customer.
2.1 This document read with the quotation contains the entire agreement between the Supplier and Customer and no party shall be bound by any undertakings, representations, warranties, promises or the like not recorded herein.
2.2 Prices quoted in the quotation are exclusive of Value Added Tax unless otherwise specified in writing.
3. WARRANTIES AND LIMITATIONS OF LIABILITY
3.1 Progrow Electrical shall not be liable to the customer for any defects, whether latent or patent in relation to materials or goods procured by or supplied to Progrow Electrical for carrying out of the specified services. Any such aforementioned defects shall fall under the relevant warranties from the suppliers, from which such goods or materials have been procured and/ or supplied.
3.2 The customer hereby indemnifies Progrow Electrical in respect of any claim arising from any theft, loss, or damage to any property and/ or injury or loss of life to any person arising either or indirectly from any act or omission on the part of Progrow Electrical.
3.3 Time estimates for carrying out services and completing services are indications only. Progrow Electrical shall not be liable for any loss suffered by the client arising from delays in carrying out and/or completing services.
Risk in the Goods shall pass to the Customer when they are received or delivered to the Customer’s premises by the Supplier.
5. RESERVATION OF OWNERSHIP
Until such time as the client has paid Progrow Electrical’s fees and charges as invoiced in full for the goods and services supplied by Progrow Electrical, ownership in and to all goods supplied by Progrow Electrical shall remain vested in Progrow Electrical.
6.1 Progrow Electrical shall be entitled at its sole election to invoice the Customer following the end of each calender month in which the Goods and services were provided and/or on conclusion of the delivery of the goods and/ or rendering of the services.
6.2 The customer shall be obliged to make payment to Progrow Electrical for the goods and services provided by Progrow Electrical without set off or deduction within 7 (seven) days of the date of receipt by the customer of an invoice from Progrow Electrical.
6.3 In the event of the Customer failing to make payment of invoice timeously, Progrow Electrical shall have the right to cease and suspend the provision of the goods and services until such time as the outstanding invoice/s have/has been paid. Such right of suspension shall be without prejudice to any remedies provided elsewhere in these terms and conditions, and shall not constitute a breach of contract by Progrow Electrical. The Customer shall have no claim of whatsoever nature against Progrow Products as a result of such a delay in the installation of the system due to non-payment by the Customer.
6.4 No deduction from any payment due shall be made by the Customer in respect of any alleged set-off or counterclaim howsoever arising unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by Progrow Electrical to the Customer.
7. FORCE MAJEURE
Progrow Electrical shall not be liable for any loss or damage caused by the non-performance or any delay in performance of any of its obligations hereunder arising out of any matter beyond Progrow Electrical control including but not limited to acts of God, war (whether declared or not) or sabotage, fire, drought, flood, excessive rainfall, riots or civil commotion, strikes, lockouts or other trade disputes (whether or not involving employees of Progrow Electrical), breakdown of machinery, transport delays or interruptions, Government restrictions or regulations, delay in delivery by Progrow Electrical’s suppliers or delay caused by obtaining unsuitable materials which will require replacement with suitable materials.
In the event that either party (“the defaulting party”) to this Contract breaches any material term hereof and fails to remedy such breach within 20 (twenty) days of the date of receipt of a written notice from the other party (“the aggrieved party”) requiring such breach to be remedied, the aggrieved party will be entitled immediately to cancel this contract by written notice to the defaulting party, which cancellation will be without prejudice to any other rights which the aggrieved party may at law enjoy arising out of such breach and/or cancellation.
All notifications referred to in these Conditions must be in writing and sent by prepaid registered post, or electronic mail to the addresses or electronic mail addresses as indicated on the quotation. A notice sent by one party to another shall be deemed to be received on the fourth day after posting if sent by prepaid registered post, and on the day after sending if sent by electronic mail.
If any particular provision and/or term of the Contract is found to be defective or unenforceable or is cancelled for any reason (whether by any competent Court or otherwise) then the remaining provisions and/or terms shall continue to be of full force and effect. Each provision and/or term of the Contract shall accordingly be construed as entirely separate and separately enforceable in the widest sense from the other provisions and/or terms hereof.
11. NO WAIVER
No waiver or indulgence of whatsoever nature shall be of any force of effect, including a waiver or indulgence in respect of this clause 12, unless it is reduced to writing and signed by and on behalf of the Parties.
12. GOVERNING LAW AND JURISDICTION
In terms of Section 45 of the Magistrate’s Court Act of 1944, the Customer hereby consents to the jurisdiction of the District Magistrate’s Court having jurisdiction in terms of Section 28 of the said Act in respect of any action to be instituted against the Customer by the Supplier in terms of this Contract.
13. LEGAL COSTS
Should Progrow Electrical have to take any legal action against the Customer to enforce its rights in terms of these Conditions, the Customer shall pay all legal costs, including collection commission and VAT, incurred by the Supplier on an attorney and own client scale.
14.1 No person, other than the directors of the Supplier, has any authority to contract on the Progrow Electrical’s behalf on any terms or conditions other than those contained herein. No terms or conditions contained in any quotation, proposal or other document issued by Progrow Electrical that are at variance with the conditions contained herein shall be valid and these conditions shall not be capable of variation except by express written agreement signed by or on behalf of the Customer and on behalf of Progrow Electrical.
14.2 The Customer chooses the address reflected in the invoice as its domicilium citandi et executandi and the address to which or at which all correspondence, notices and legal process may be sent or delivered to the Customer. The Supplier chooses as its domicilium citandi et executandi Unit 3, Plankenpark 2, 7 Linton Street, Stellenbosch and the address to which or at which all correspondence, notices and legal process may be sent or delivered to the Supplier.