TERMS & CONDITIONS of SCOOP Distribution (Pty) Ltd - REG 2001/007610/07
1.1 In this agreement:
1.1.A Clause headings are for convenience only and shall not be used in its interpretation unless the context clearly indicates a contrary intention;
1.1.B The singular includes the plural and vice versa;
1.1.C The following expressions shall bear the meaning assigned to them below and cognate expressions bear corresponding meanings:
1.1.C.1 “customer” – shall mean the person whose name appears on the Dealer or Credit application form annexed hereto next to the caption “Registered Name”, or if no such application is annexed hereto, or no such name appears thereon, or in any other circumstances, any person or persons on whose request or on whose behalf the supplier undertakes to, supply any goods, do any business, or provide any service to;
1.1.C.2 “goods” – shall mean the goods as indicated on any of the supplier’s forms, price lists, quotations, orders, invoices and website;
1.1.C.3 “supplier” – shall mean Scoop Distribution (Pty) Ltd.
1.1.C.4 “Scoop” - shall mean Scoop Distribution (Pty) Ltd.
2.THESE TERMS AND CONDITIONS PREVAIL
2.1 It is recorded that the only basis that Scoop is prepared to do business with the customer is that, notwithstanding anything in the customer’s enquiry, specification, acceptance, order or other documentation or any other documentation or discussion/s to the contract, the terms and conditions contained herein and as published on the website www.scoop.co.za shall operate in respect of any and all business between the customer and the supplier.
2.2 All and any business undertaken, including any advice, information or service provided whether gratuitously or not, by the supplier is and shall be subject to the terms and conditions contained herein and each term and condition shall be deemed to be incorporated herein and to be a term and condition of any agreement between the supplier and customer.
3. NO VARIATIONS OR AMENDMENTS
3.1 This agreement constitutes the whole agreement between the parties and no variation or consensual cancellation thereof shall be binding unless reduced to writing and signed by both parties.
3.2 Subject to the provisions to clause 3.1, if there is any conflict between the provisions of this agreement and erstwhile customership agreements (if any) between the parties, the provisions of this agreement will prevail.
3.3 No amendment or consensual cancellation of this agreement or any provision or term thereof or of any agreement, bill or exchange or other document issued or executed pursuant to or in terms of this agreement shall be binding unless recorded in a written document signed by an authorized representative of either party. Any such extension, waiver or relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given.
3.4 No extension of time or waiver of any of the provisions or terms of this agreement, bill of exchange or other document issued or executed pursuant to or in terms of this agreement, shall operate as estoppel against the supplier in respect of its rights under this agreement, nor shall it operate so as to preclude the supplier thereafter from exercising its rights strictly in accordance with this agreement.
3.5 No person other than a duly authorized representative of the supplier has any authority to delete, amend or in any respect vary any of these conditions or accept any other conditions or agree to a consensual cancellation thereof.
3.6 The supplier shall not be bound by any express, or implied terms, representation, warranty, promise or the like, not recorded herein, whether it induced the contract between the supplier and the customer or not.
4. PRICES AND QUOTATIONS
4.1 The price of goods sold and services rendered shall be the usual price as set out in the supplier’s price list at the relevant time.
4.2 In the event that the supplier has agreed on a certain price with its customer and later changes the price of its goods and services,the supplier will give reasonable notice to the customer of the amended price.
4.3 Unless otherwise expressly stated, prices are exclusive of value added tax which shall be for the account of the customer. The customer shall pay or reimburse to the supplier the amount of any value added tax simultaneously with the contract price.
4.4 Validity of quotes are specified on the quotation. Scoop Distribution reserves the right to change any quotation at any time in the event of any increase in the cost price of the goods, including currency fluctuations.
4.5 The supplier may accept or reject in whole or in part any order placed upon it by the customer pursuant to the quotation. Accordingly, a contract shall only come into force between the supplier and the customer if after receipt by the supplier of the customer's order or acceptance of the quotation, the supplier confirms to the customer that such a contract has been concluded or if the supplier delivers, or tenders to deliver, the materials and goods.
4.6 All quotations are subject thereto that the necessary permits for the export/import of the goods are granted in time by the relevant authorities.
4.7 The customer will be given reasonable notice of any additional charges/duties imposed by the authorities prior to the date of invoicing. The above charges will be for the customer’s account.
5. PLACING OF ORDERS
5.1 The supplier will accept all written and verbal orders. The supplier will not be responsible for any errors or misunderstandings occasioned by the customers’ failure to place a written order.
5.2 If telephone orders are placed by the customer, the supplier may require such orders to be confirmed in writing by the customer, prior to acceptance thereof by the supplier.
5.3 In the event that an order is withdrawn before acceptance or rejection by the supplier., the customer will be liable to the supplier for a reasonable penalty fee. The penalty fee shall be determined by the supplier taking into account the following, but not limted to:
a.) the nature of the goods and services;
b.) the length of notice of cancellation given by the consumer to the supplier;
c.) the potential of the supplier finding and alternative consumer; and
d.) general practice.
5.4 A non-standard goods order (local or international) will require the customer to pay a 20% deposit of the estimated order value to the supplier. In the event that the customer cancels the order at any time after acceptance thereof by the supplier, the customer will be liable to pay a reasonable penalty fee to the supplier. The fee payable will be determined as set out in paragraph 5.3 above.
5.5 In the event that an order is not collected within 1 week of placement, Scoop Distribution will automatically remove / cancel the order. If payment has been made, the amount will be refunded to the clients account.
6. PRICE AND PAYMENT TERMS
6.1 Payment of all invoices is by cash on order, if there is no credit period indicated or approved or no such customer application is annexed.
6.2 The supplier's decision to grant credit facilities to the customer and the nature and extent thereof is at the sole discretion of the supplier.
6.3 The supplier reserves the right to withdraw, increase or decrease any credit facilities at any time without prior notice.
6.4 The customer shall pay the amount on the tax invoice at the offices of the supplier. Payment is due immediately upon delivery of the goods or services, save for credit-approved customers, in which event payment is due within the time period as specified in the customer’s credit agreement.
6.5 Where the customer uses a postal service or courier service to effect payment or to deliver or return goods such parties shall be deemed to be the agent of the customer. Likewise, where the customer uses Internet banking, the bank shall be deemed to be the agent of the customer.
6.6 Payment will be made by Electronic Funds Transfer or Cash.
6.7 No discount is allowed unless otherwise agreed to in writing between a duly authorized representative of the supplier and the customer.
6.8 No extension for payment of any nature will be granted unless agreed to in writing by a duly authorised representative of the supplier.
6.9 If any amount owed is not settled in full (a) on due date (b) on demand. The supplier is entitled to, without prejudice to any of its rights;
- Immediately institute action against the customer and/or
- Cancel the sale and take possession of any goods delivered to the customer, including goods sold or disposed of by the customer which have not been paid for in full, and claim damages.
6.10 All overdue amounts by credit-approved customers shall bear interest at the maximum legal rate per month, from due date until date of payment, calculated and payable monthly in advance.
6.11 A certificate signed by a director or manager of the supplier reflecting the amount due and owing by the customer to the supplier, shall be prima facie proof of the amount due and owing for the purpose of any action (whether by way of provisional sentence summons or otherwise).
6.12 Acceptance of a negotiable instrument from a customer shall not be deemed to be a waiver of the supplier’s rights under this agreement.
6.13 The supplier may suspend the delivery of any goods or services, including warranty services, to the customer should any amount due by the customer to the supplier remain unpaid.
7.1 Any delivery note, be it the original or a copy thereof, signed by the customer and/or its authorized representative and /or its nominated agent, including all courier and freight companies shall be prima facie proof that delivery was made to the customer.
7.2 Should payment be effected by means of EFT (Electronic Funds Transfer), the supplier will only release the relevant purchased goods on the date that confirmation is received from the supplier's bank that the funds have cleared.
7.3 It is the customer’s obligation to inspect all materials upon delivery and to endorse the delivery note as to any missing or damaged materials. No claims for missing or damaged materials shall be valid unless the delivery note has been endorsed as aforesaid.
7.4 Complaints regarding damaged and/or missing goods will only be entertained by the supplier if made within 24 hours of receipt of the goods, which complaint must be accompanied by a copy of the delivery note endorsed as required in terms of paragraph 7.3
7.5 The supplier reserves the right to charge a handling fee of up to 15% of the value of goods in the event that a customer cancels an order or the supplier accepts the return of unwanted goods. The supplier will only entertain such requests if made within 7 (seven) business days of receipt of the goods.
7.6 In the event that the supplier is required to engage third parties to transport all goods purchased by the customer to the delivery address as stipulated by the customer, the customer indemnifies the supplier from any claims of any nature whatsoever that might arise from this arrangement.
7.7 Should the customer arrange its own transportation, the customer indemnifies the supplier from any claims of any nature whatsoever that might arise from this arrangement.
7.8 The supplier does not guarantee that the goods will be dispatched or delivered on any particular date and time. The supplier will deliver goods within a reasonable time. The customer shall have no claim against the supplier in respect of any loss occasioned as a result of any reasonable delay in the dispatch or delivery of the goods in question, nor may the customer cancel any order as a result of such delay.
7.9 The supplier reserves the right to charge delivery charges. These charges will be specified prior to delivery.
7.10 If delivery is done by the supplier, the supplier's representative will deliver the the ordered item/s to the ground floor reception area of the customer's premises/building. The supplier's representative may under no circumstances be requested to move, carry or install any ordered items.
7.11 If the supplier is requested to deliver any stock item to the customer of a customer, the supplier's customer agrees to have a company representative at his customer's premises at the time of the delivery. Only the supplier's customer's representative may sign for receipt of goods. The supplier will under no circumstances allow the customer's customer to accept products or sign on behalf of the supplier's customer.
8. OWNERSHIP AND RISK
8.1 All risk in and to all goods sold by the supplier shall pass to the customer on delivery thereof.
8.2 Ownership in all goods sold and delivered shall remain vested in the supplier until the full purchase price in respect thereof has been paid by the customer.
9. WARRANTIES AND GUARANTEES
9.1 Aside from section 56 of the Consumer Protection Act of 2008, no warranties, guarantees and representations, express or implied or tacit whether by law, contract or otherwise and whether they induced the contract or not, which are not set forth in this agreement shall be binding on the supplier.
9.2 Provided that the consumer informs the supplier of the purpose for which the consumer purchases the goods, the supplier does not warrant that the goods delivered shall be fit for the purposes for which they are to be used by the customer. For the purposes hereof, any reference to the supplier shall include its servants, agents, contractors or any other persons for whose acts or omissions the supplier may be liable in law.
9.3 New equipment is covered under each manufacturers own specific warranties/guarantees. The supplier will where applicable extend this manufacturer warranty to it's customer. Warranties of such products is based on the supplier's purchase date from the manufacturer and NOT on the customer's purchase date from form the supplier.
9.4 Though equipment is covered by manufacturer's warranties, the supplier shall however be under no liability in respect of parts, materials or equipment which are accepted in the industry to have a limited life expectancy or parts, materials or equipment, which need to be replaced at specified or published service intervals (“consumable parts”).
9.5 Any guarantees/warranties that apply under the manufacturer’s product specific warranties/guarantees shall immediately be null and void should any goods be tampered with or should any seal(s) on the goods be broken by anyone other than the supplier or its appointed nominee(s), or should the goods be operated outside the manufacturer’s specifications.
9.6 The supplier will only consider claims in respect of the goods referred to in paragraph 9.3 if the goods are returned to the offices of the supplier in their original packaging (including all accessories and manuals) together with the original tax invoice. All goods must be returned in an “as new condition”.
9.7 Damaged goods, Defective or Dead on Arrival products must be returned to the offices of the supplier at the customer’s own cost.
9.8 The Original Invoice and a detailed fault report must be supplied when goods are brought in for RMA claims
9.9 Warranty items will be tested before a replacement is issued. Testing takes 72 Hours
9.10 Any Item damaged due to Power surges, Brown outs or Lightning will not be exchanged under Warranty.
9.11 The supplier undertakes to replace such goods with goods of the same or similar specification. No refunds will be considered in respect of the return of damaged goods.
9.12 The supplier reserves the right to offset the value of any damaged goods accepted for return against any amount due by the customer to the supplier.
10.1 The supplier's liability in terms of a manufacturer’s warranty is restricted to, in the supplier's or the manufacturer’s discretion, the cost of repair or replacement of faulty goods or services or the granting of credit.
10.2 In the case of “NO Fault Found” the Supplier has the right to charge a service fee as specified on the supplier's Fault Report Form. The supplier will prior to handling goods for repair, inform the consumer of the amount of service fee that the consumer would be liable for in the case of “No fault found”. If the consumer then elects to hand over the goods for repair, the consumer will be liable for the service fee charged in the case of “No fault found”.
10.3 The customer hereby agrees that any item returned for a repair may be sold by the supplier to defray the cost of such repair if the item remains uncollected for a period of 30 (thirty) days after the customer has been informed that such repairs have been completed.
11.1 If the customer or the supplier breaches any of the terms and conditions of this agreement and remain in breach for a period of 7 (seven) business days after receipt of a written notice from the supplier to rectify such breach or commit any act of insolvency or endeavour to compromise with its creditors or causes to be done anything which may prejudice the supplier’s rights hereunder, or allows any judgment against it to remain unsatisfied for a period of 7 (seven) business days or is placed under provisional of final liquidation or judicial management or under provisional or final sequestration or if his estate is voluntarily surrendered, the supplier shall have the right, without prejudice to any other right it may have against the customer, to immediately cancel this agreement and take repossession of any of the goods sold.
11.2 The supplier shall not be obliged to comply with its obligations hereunder in any respect whatsoever for so long as the customer is indebted to the supplier in any amount whatsoever in respect of any cause whatsoever or fails to comply with any other obligations to the supplier, whether arising out of this agreement or otherwise.
11.3 The customer hereby indemnifies the supplier against any and all damage of whatsoever nature including any damage caused by the removal of repossessed goods and/or materials from the premises of the customer.
11.4 The supplier shall have the right to institute action in either the relevant Magistrate’s Court or the High Court at its sole discretion, notwithstanding the fact that the amount in question may exceed the jurisdiction of the Magistrate’s Court.
11.5 In the event of either party to the agreement, taking legal action to enforce its rights in terms of this agreement, the customer will be liable for all legal costs on and attorney and own client scale, including collection commission and tracing costs.
12.DISCLOSURE OF PERSONAL INFORMATION AND DOMICILIUM AND NOTICES
12.1 The customer understands that the personal information given in the Dealer Application form may be used by the supplier for the purposes of assessing credit worthiness. The supplier has the customer’s consent at all times to contact and request information from any persons, credit bureau or businesses including those mentioned in the Dealer Application form and to obtain any information relevant to the customer’s credit assessment, including but not limited to information regarding the amounts purchased from suppliers per month, length of time customer has dealt with each supplier, type of goods purchased and manner and time of payment.
12.2 The customer agrees and understands that information given in confidence to the supplier by a third party on the customer will not be disclosed to the customer. The customer hereby consents to and authorises the supplier at all times to furnish credit information concerning the customer’s dealing with the supplier to a credit bureau and to any third party seeking a trade reference regarding the customer in his dealings with the supplier.
12.3 The parties choose domicilium citandi et executandi for the purposes of the giving of any notice, the payment of any sum, the serving of any process and for any other purpose arising from this agreement at their respective physical addresses as set out in the signed Dealer or Credit application form.
12.4 Each party shall be entitled, by written notice to the other party, to change its domiclium to any other address with is not a post office box or a poste restante.
12.5 Any notice given and any payment made by any party to the other, shall be in writing and if:
12.5.A delivered by hand during the normal business hours to the addressee’s domicilium for the time being shall be presumed, until the contrary is proved by the addressee, to have been received at the time of delivery;
12.5.B posted by prepaid registered post to the addressee at the addressee’s domicilium for the time being shall be presumed, until the contrary is proved by the addressee, to have been received by the addressee on the fourth day after the date of posting.
12.5.C faxed to any of the customer’s fax numbers or any director , member or owner’s fax numbers shall be presumed, until the contrary is proved by the addressee, to have been received within 24 (twenty four) hours of being faxed.
13. NO CESSION
13.1 The customer shall not be entitled to cede or assign any rights and/or obligations which it may have in terms of this agreement to a third party.
13.2 The supplier shall in its sole discretion be entitled to cede all or any of its rights in terms of this agreement to any third party without prior notice to the customer.
14. CONSEQUENTIAL LOSS
Under no circumstances whatsoever, including as a result of its negligent (including grossly negligent) acts or omissions or those of its servants, agents or contractors or other persons for whom in law it may be liable, shall the supplier be liable for any consequential loss sustained by the customer. This also constitutes a stipulatio alteri in favour of such persons the benefits of which may accepted by them at any time.
15. FORCE MAJEURE
Any transaction is subject to cancellation by either party, due to force majeure from any cause beyond the control of the party, including without restricting the generality of the a foregoing, inability to secure labour, power, materials or supplies, or by reason of an act of God, war, civil disturbances, riot, state of emergency, strike, lockout or other labour disputes, fire, flood, drought or legislation.
16.1 The information contained in this website www.scoop.co.za and www.scoopdistribution.co.za is for general information purposes only. The information is provided by the supplier and whilst the supplier endeavors to keep the information up-to-date and correct, the supplier makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance the customer may place on such information is therefore strictly at the customer's own risk.
16.2 In no event will the supplier be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of or in connection with the use of the supplier's website.
16.3 Through the supplier's website, the customer may be able to link to other websites which are not under the control of the supplier. The supplier has no control over the nature, content and availability of those sites. The inclusion of any links does not imply a recommendation or endorse the views expressed within them.
16.4 Every effort is made to keep the website up and running smoothly. However, the supplier takes no responsibility for and will not be liable for the website being temporarily unavailable due to technical issues beyond the supplier's control.
- The content of the pages of the supplier's website is for general information and use only. It is subject to change without notice.
- Neither the supplier nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. The customer acknowledges that such information and materials may contain inaccuracies or errors and the supplier expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by law.
- The customer's use of any information or materials on this website is entirely at the customer's own risk. It shall be the customer's responsibility to ensure that any products, services or information available through the supplier's website meets the customer's specific requirements.
- The supplier's website contains material which is owned by or licensed to the supplier. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
- All trademarks reproduced on the supplier's website, which are not the property of, or licensed to the operator, are acknowledged on the website.
- Unauthorised use of the supplier's website may give to a claim for damages and/or be a criminal offense.
- The customer may not create a link to this website from another website or document without the supplier's prior written consent.
- Prices on the suppliers website exclude VAT and pricing on the website is only available to registered dealers.
All credit approved customers undertake to inform the supplier within 7 (seven) business days of any change of address, member, director or any of the other information set out in this agreement.