1. Definitions
“Agreement” means an Order accepted in writing by the Buyer.
“Buyer” means the purchaser of Goods from the Seller.
“Goods” means the specific products set out in the Order.
“Order” means a written order for Goods on the Seller’s standard order form signed by the Buyer.
“Seller” means K2018199919 South Africa Pty Ltd (T/A AirGoal South Africa)
“Terms” means the standard terms and conditions of contract set out below.
2. Acknowledgement
2.1 The Buyer acknowledges that these Terms shall apply in any Agreement between the Buyer and the Seller for Goods and acceptance of an Order will be conditional upon and made by the Seller expressly on these Terms regardless of any conflicting provisions included by the Buyer in any Order to which the Seller may not object.
3. Delivery
3.1 Unless otherwise specifically agreed in writing by the Seller all Goods are sold and will be delivered on the basis of Delivered at Place (named place of destination) (“DAP”).
All delivery and shipping dates are estimated only.
3.2 Where a South African Purchaser requires the Goods delivered outside South Africa, the Buyer will be responsible for obtaining all export and other licenses required for delivery to the country of destination.
4. Delays
4.1 The Seller will use reasonable efforts to fill the Order in accordance with the estimated delivery or shipping date, but the Seller will not be responsible for any delays in filling the Order nor liable for any losses or damages resulting from such delays.
5. Force Majeure
5.1 The Seller will not be liable for delays in filling the Order or failure in the performance of any of its obligations hereunder caused by accidents, labour disputes or disruptions, strikes, shortages of labour, materials, fuel or power, fires, floods or other acts of God, acts of terrorism or war, acts or omissions of Buyer, delays in transportation or lack of transportation facilities, priorities required, requested or granted for the benefit of the government, restrictions imposed by law or any rules or regulations thereunder, or any cause, whether similar to or dissimilar from those enumerated, beyond the Seller’s reasonable control.
6. Prices and Payment
6.1 The Buyer’s obligation to make full and timely payment for each Order delivered will be without rights of set-off.
6.2 Except in relation to supply within South Africa the Buyer shall meet all costs of clearing customs and import and other country of destination duties and taxes in addition to the price and shall make such payment when required to allow the Seller to achieve delivery.
6.3 Unless otherwise agreed to in writing by the Seller, payment terms are 2 days from date of invoice.
6.4 The Seller reserves the right to charge interest on late payments of the overdraft rate which the Seller’s principal bank charges for commercial overdrafts plus a margin of 10% per annum.
6.5 If the Seller has reasonable grounds for insecurity regarding payment of the price or if payment for any prior Order has not been made when due the Seller may: a) suspend manufacture and supply of any Goods undelivered under any Agreement; b) may demand different terms of payment and security or assurance for payment of unpaid amounts and future amounts.
6.6 The Buyer agrees that the Seller retains title to all Goods supplied under any Agreement until it has been paid for those Goods. Where supply is to a country which maintains any form of registration of retention of title provisions or security interests in Goods not paid for, the Buyer grants a security interest in the Goods and the Seller may where necessary perfect that security interest by the means of registration which apply in that country.
7. Quantities
7.1 All Orders for Goods are subject to minimum quantities and shipment policies determined by the Seller from time to time.
8. Pricing Changes
8.1 Where the Seller publishes price lists for Goods the Seller may change and re-publish such lists at any time. No such change will affect an Agreement entered into before the change.
9. Inspection, Acceptance or Rejection
9.1 The Buyer will make adequate inspection of Goods promptly after their receipt, and in any event within five (5) days of receipt, and will give the Seller prompt notice of any non-conformity or defect. The Buyer’s failure in either respect will constitute a waiver of such non-conformity or defect. The Buyer shall keep lot traceability records for the Goods to ensure that lots manufactured by the Seller can be traced through the Buyer’s manufacturing and/or sales processes.
10. Termination or Variation
10.1 No Agreement may be varied or cancelled by the Buyer without the written agreement of the Seller at the Seller’s entire discretion.
10.2 Where the Seller is prepared to agree to cancellation of an Agreement the Seller may impose termination charges reasonable to the circumstances, including, but not limited to, manufacturing commitment and progress toward completion.
11. Assignment
11.1 No Agreement is assignable by the Buyer without the Seller’s written consent.
12. Warranty
12.1 The Seller warrants that for a period of 6 months after delivery the Goods will meet the Seller’s published description and specification and will be free from defects in materials and workmanship.
12.2 The Seller’s sole obligation and liability in the event of a breach of clause 12.1 and the Buyer’s sole remedy, as determined by the Seller, shall be any of the following: a) refund of the purchase price; or b) repair of the non-compliant Goods; or c) replacement of the non-compliant Goods.
12.3 In the case of the remedy in clause 12.2.b collection and return of the Goods shall be at the Seller’s expense.
12.4 In the case of the remedy in clause 12.2.c all costs of replacement and delivery shall be borne by the Seller.
12.5 The Seller shall have the right to inspect the Goods before electing the remedy in clause 12.2. Inspection may be exercised at the Seller’s request by the return to the Seller of a sample to be arranged by the Buyer or by the Seller at the Buyer’s delivery address.
12.6 The Seller gives no warranty that the Goods will be merchantable or fit for any particular purpose nor any other warranty express or implied except those expressly given in these Terms.
12.7 The warranty in clause 12.1 is not transferable by the Buyer and shall not be extended or modified except in writing signed by the Seller.
12.8 Any attempt by the Buyer to repair or modify the Goods will void the warranty.
13. Excluded Liability
13.1 In addition to the exclusions of liability set out in clause 12, in no circumstances will the Seller be liable for any incidental, consequential, indirect, special, contingent, or punitive damages arising or relating to:
13.2 breach of contract or warranty, tort (including negligence of strict liability or other theories of law with regard to products sold or services rendered, or undertakings, acts or omissions relating thereto;
13.3 the supply of defective or non-conforming goods; or
13.4 the Seller’s performance or non-performance of an Agreement.
13.5 If any exclusion of liability under these Terms is ineffective, the Seller’s liability shall not exceed the purchase price of the Goods.
13.6 The Buyer assumes all liability for any loss, damage (including any infringement of any third party intellectual property rights of any nature) or injury to persons or property arising out of, connected with, or resulting from the use or sale of the Goods, either alone or in conjunction with the products of others.
14. Intellectual Property Rights
14.1 If the Goods are manufactured by or for the Seller to any specification, design or instruction of the Buyer, the Buyer warrants that they will not infringe the intellectual property rights of any nature of any third party, including, but not by way of limitation, copyright or patent.
14.2 The sale of the Goods by the Seller to the Buyer will not transfer or grant to the Buyer any right or license of any intellectual property rights of any nature, including, but not by way of limitation, copyright or patent. This reservation will not limit the right of the Buyer to use or sell the Goods.
15. Goods and VAT
15.1 Where Goods are to be delivered in South Africa the price in any Agreement will be expressed as a price without VAT. K2018199919 South Africa Pty Ltd is currently not VAT Registered.
16. Miscellaneous
16.1 An Agreement may be performed and all rights under an Agreement may be enforced against the Buyer by the Seller or any subsidiary or related company of the Seller.
16.2 No provision of an Agreement will be deemed waived by delay in enforcing that provision or by any prior waiver of a provision.
16.3 No variation of an Agreement will be effective unless in writing signed by the Seller and Buyer.
16.4 The invalidity of any particular provision in whole or part will not affect the remainder of an Agreement.
16.5 An Agreement will be governed by and interpreted in accordance with, the Laws of South Africa, excluding those relating to choice or conflicts of law, and excluding the United Nations Convention on Contracts for the International Sale of Goods.
17. Use of South African Promotional Codes and Offers
17.1 The offer price, unless explicitly stated, excludes VAT. The delivery which needs to be quoted will be on charged on Final Invoice.
17.2 Goods available in stock in South Africa will be sent within 10 days from full payment received by AirGoal South Africa.
17.3 Promotional code offers can only be realized for purchases through AirGoal South Africa (no other retail or wholesale outlet) and cannot be used in conjunction with any other coupon or offer.
17.4 AirGoal South Africa reserves the right to withdraw or amend any offer, at any time, without notice.
17.5 All prices are in ZAR for orders from and delivery to South African addresses only.