Standard Terms and Conditions of Sale
Table of Contents
- Important Notice
- Important Notice
- Ownership, Risk and Benefit
- Product Liability
- Buyer Indemnity
- Force Majeure
- “Buyer” means the buyer more fully described on the Sales Order;
- “Delivery” means in respect of the Product, as specified on the Sales Order:
- collections by the Buyer from the warehouse;
- loading by MVW onto the vehicle of the Buyer; or
- delivery by MVW to premises designated by the Buyer specified on the Sales Order, as the case may be, being the date upon which any of the above occurs;
- Due Date” means the last date on which Delivery of the Product has to be effected or any date after that still within a reasonable time frame after the due date, as reflected on the Sales Order;
- “MVW” means Midlands Veterinary Wholesaler (Pty) Ltd (Reg Nr 1995/006352/07), which shall also refer to employees, representatives and approved contractors;
- “Parties” mean the parties to the Sale Agreement, namely MVW and the Buyer;
- “Product” means the product more fully describe on the Sale Sales Order;
- “Sale Agreement” means the agreement of sale concluded between MVW and the Buyer comprising these standard conditions of sale read with the Sales Order;
- “Sales Order” means the Sales Order to which these standards conditions of sale are applicable as if specifically. All Sales Orders received will be processed in accordance with normal business practice, in terms of which acceptance by MVW of any Sales Order will be subject to authorisation by MVW’s accountable and designated Manager;
- “VAT” means value added tax.
- These Terms and Conditions apply to Buyers who are consumers for purposes of the Consumer Protection Act, 68 of 2008 (the “CPA”).
- These Terms and Conditions contain provisions that appear in similar text and style to this clause and which:
- may limit the risk or liability of MVW or a third party; and/or
- may create risk or liability for the Buyer; and/or
- may compel the user to indemnify MVW or a third party; and/or
- serves as an acknowledgement, by the Buyer, of a fact.
- Buyer’s attention is drawn to these Terms and Conditions because they are important and should be carefully noted.
- If there is any provision in these Terms and Conditions that Buyer do not understand, it is Buyer’s responsibility to ask MVW to explain it to you before you accept the Terms and Conditions or placing a Sales Order or continue using the Website.
- Nothing in these Terms and Conditions are intended or must be understood to unlawfully restrict, limit or avoid any right or obligation, as the case may be, created for either Buyer or MVW in terms of the CPA.
- MVW permits the use of this Website subject to the Terms and Conditions. By using this Website in any way, Buyer shall be deemed to have accepted all the Terms and Conditions unconditionally. Buyer must not use this Website if Buyer does not agree to the Terms and Conditions.
The Sale Agreement shall take effect on the date that MVW accepts the Sale Sales Order and shall endure until each of the Parties have complied with their duties, functions and obligations hereunder.
- The purchase price of the Product shall be the amount and in the currency specified on the approved Sales Order if it agrees to the MVW quote and or price list.
- This price is quoted and provided for exclusive of VAT. The Buyer will pay the VAT applicable thereon against presentation of invoice.
- Payment will be made on or before the payment date(s) specified on the Sales Order.
- All amounts payable by the Buyer to MVW under this Sale Agreement shall be free of exchange and without deductions or set-off.
- Without limiting MVW’s remedies, interest shall be levied at the rate of 2% per month on any overdue amount from due date to actual date of payment. If the client has a credit facility in place, such credit facility shall dictate the payment terms and interest rates.
- Payment can be made for Products via:
- direct bank deposit or electronic funds transfer: if you pay via direct bank deposit or electronic funds transfer, payment must be made within 5 (five) days of placing your Sales Order. MVW will not accept the Buyer’s Sales Order if payment has not been received;
- Instant EFT;
- cash in advance (except where any of our exclusions apply); by selecting this option, Buyer undertake to ensure that Buyer has the exact cash and paid in advance before the time of delivery;or
- By debiting the Buyer’s credit facility, if any.
- MVW offers 2 (two) methods of delivery of Products to Buyer. Buyer may elect delivery via:
- courier; or
- self-collection. Buyer can choose to collect from our MVW warehouse in Johannesburg or Mooi River. Check MVW website for address details and directions. Collection hours: Weekdays 07h30 – 16h00, Saturday collection only from Mooi River warehouse 07h30 – 12h00. (Closed on Public Holidays).
- MVW offer free delivery to most areas with a minimum order value in order to qualify for free delivery to some outlying areas. MVW delivery charges are subject to change at any time, without prior notice to Buyer, so please check the website for the most up-to-date information.
- Where it accepts your Sales Order, MVW will deliver the Products to Buyer as soon as reasonably possible, but no later than 30 (thirty) days of receipt of your payment (“Delivery”). MVW will notify Buyer if it is unable to timely deliver the Products or at all. Buyer may then, within 7 (seven) days of receiving such notification elect whether or not to cancel its Sales Order for the Products. If Buyer elect to cancel the Sales Order, MVW will reimburse Buyer with the purchase price or credit Buyer’s Credit facility, if any.
- MVW’s obligation to deliver a product to the Buyer is fulfilled when the product is delivered to the physical address nominated by the Buyer for delivery in the Sales Order. MVW is not responsible for any loss or unauthorised use of a Product, after it has delivered the Product to the physical address nominated by Buyer.
Ownership, Risk and Benefit
- Risk and benefit in respect of the Product shall pass to the Buyer on signing of Proof of Delivery.
- Notwithstanding the provision of clause 7.1 above, ownership of the Product shall be and remain vested in MVW and shall only pass to the Buyer once the purchase price in respect of the product (including interest, if any) is fully paid.
- Pending the final payment of the purchase price of the Product and the passing of ownership to the Buyer as contemplated in clause 7.2 above, the Buyer shall:
- keep the Product in question free from lien, attachment, hypothec or other legal charge or process; and
- insure such Product against such risks and for such amounts as may be confirmed as prudent by MVW.
- MVW shall take all reasonable efforts to accurately reflect the description, availability, purchase price and delivery charges of Products on the Website or to the Buyer upon request. However, should there be any errors or omissions of whatsoever nature on the Website or quote, MVW shall not be liable for any loss, claim or expense relating to a transaction based on any error, save – in the case of any incorrect purchase price – to the extent of refunding Buyer for any amount already paid, or otherwise as set out in MVW’s Return Policy.
- MVW shall not be bound by any incorrect information regarding our products displayed on any third party websites.
- MVW warrants that the Product conforms to all applicable South Africa statutes and regulations. All other conditions, warranties or representations (express or implied) as to the quality, fitness, performance or otherwise of the Product are excluded.
- MVW shall not, in any event, be liable for any defect in the Product by reason of faulty production, quality of raw materials or otherwise or any shortfall in Delivery of the Products, unless the Buyer:
- notifies MVW in writing of any such defect or shortfall within 48 (Forty eight) hours of the Delivery Date; and
- establishes to the reasonable satisfaction of MVW that such defect or shortfall does not arise out of any breach by the Buyer of the provisions of this Sale Agreement or any other act or omission on the part of the Buyer.
- If MVW is liable for any defect or shortfall in the Product, its liability shall be limited to;
- supplying the Buyer with similar replacement Products in the reasonable discretion of MVW; or;
- within the discretion of MVW, refunding the Buyer the price paid by for the product question, upon the Buyer returning the product in the same condition as received.
- Upon the Buyer signing MVW’s receipt or delivery note in accordance with the provisions of clause 6 above, the Buyer shall and be deemed to have taken Delivery of the Product in question in good order and condition and shall have no further claim against MVW, whether arising out of a breach of any warranty under this clause 9 or otherwise.
- The Buyer hereby indemnifies and holds MVW harmless to the fullest extent possible in law, against any claims (whether direct or indirect) of whatsoever nature or howsoever arising brought against MVW including, without limitation, any loss, liability (whether actual, contingent, consequential or otherwise), damage, costs and/or expenses incurred or suffered by MVW, arising from or incidental to any:
- breach of the Sale Agreement by MVW, or
- other act or omission by MVW.
- any amount owing by the Buyer to MVW be overdue for a period exceeding 7 days, whether under this Sale Agreement or any other contract or for any other reason whatsoever; or
- the Buyer otherwise be in breach of this Sale Agreement or any other contract entered into with MVW;
- Then, without prejudice to its remedies, MVW shall have the right by notice in writing to the Buyer to:
- cancel this Sale Agreement and any other contract between MVW and the Buyer; or
- suspend performance of all or any of its obligations under this Sale Agreement or any other contract between MVW and the Buyer; and
- demand payment of all amounts owing by the Buyer to MVW whether under this Sale Agreement or any other contract between MVW and the Buyer, whether or not then due and payable and which will immediately become due and payable on such demand.
MVW shall not be liable for delay or non-performance in whole or in part of its contractual obligations in consequence of war, blockades, revolution, insurrection, civil commotion, riot, strike or other labour trouble, lock out, act of god, plague or other epidemic, fire flood, obstruction of navigation at load port, act of government or public enemy, sabotage, quarantine restriction, explosion or embargo. Failure by the Buyer to make payment shall not be excused by force majeure. MVW shall notify the Buyer in writing as soon as any force majeure circumstance has occurred. If Delivery is prevented or delayed for more than 3 (three) months, either Party has the right to cancel the Sale Agreement in whole or part without liability to the other.
- Any dispute shall, in MVW’s exclusive discretion, be submitted for resolution by arbitration in accordance with the rules of the South Africa and shall be held in Mooi River.
- Neither Party may assign this Sale Agreement without the written consent of the other Party.
- No alteration, cancellation, variation of, or addition hereto shall be of any force or effect, unless reduced to writing and signed by both parties, or their duly authorised representatives.
- This Sale Agreement contains the entire agreement between the Parties and supersedes all previous communications agreement and commitments, whether written or oral, pertaining to the performance of this Sale Agreement. No Party shall be bound by any undertakings, representations, warranties, promises, or the like not recorded herein.
- No indulgence, leniency or extension of time which may party may grant or show to any other Party, shall in any way prejudice such Party or preclude it from exercising any of its rights in the future.