Terms & Conditions

VERSTAY(PTY)LTD TERMS AND CONDITIONS

1. The following conditions apply to all contracts entered into by Verstay (Pty) Ltd for the supply of goods and/or services, whether or not arising from Verstay (Pty) Ltd verbal or written quotation or offer.
2. In these conditions the following words shall have the meanings assigned to them:
   • “Contract” includes any quotation, tender, agreement or buyers order, irrespective of whether any of the foregoing are written or oral.
   • “Delivery” shall mean –
     • In the case of delivery ex Verstay (Pty) Ltd stores, against signature by the buyer of a copy of Verstay (Pty) Ltd’s delivery note.
     • In the case of delivery F.O.B. against the issue of either a Consignment Note stamped by the South African Transport Services, accompanied by a packing list of a detailed delivery note;
     • A parcel post receipt or other proof of postal dispatched stamped by the South African Postal Authorities and accompanied by a packing list or a detailed delivery note;
     • An airway bill stamped by air carrier, accompanied by a packing list or a detailed delivery note.
     • In the case of delivery F.O.B any South African port, against the issue of an original Bill of Landing accompanied by a packing list or a delivery note;
     • In the case of delivery C.I.F. buyers port or entry ex any South African port against the issue of an original Bill of Landing endorsed “Freight paid and accompanied by proof of insurance cover to port of destination.
   • “Buyer” includes, but is not limited to the buyer, the buyer’s sub-contractor, carrier, representative, employee or agent.
   • “This Agreement” shall mean the general conditions of sales as contained in this document.
3. Any terms or conditions which may be contained in a buyers order shall not be applicable to any contract resulting from such order insofar as such terms or conditions conflict herewith.
4. Any contract is conditional upon Verstay (Pty) Ltd obtaining any required import permits, authority and/or currency facilities from the relevant authorities Verstay (Pty) Ltd being satisfied with the financial ability of the buyer.
5. Dates given by Verstay (Pty) Ltd for delivery are approximate times of delivery and shall not be of the essence of any contract. Each Customer requesting partial delivery is to be considered as a separate contract for purpose of payment. Failure by Verstay (Pty) Ltd to make any delivery by the tendered date shall not entitle the buyer to refuse to accept delivery by Verstay (Pty) Ltd thereafter.
6. All prices referred to in this contract are in South African Rand and are based on the rates of exchange rising at the date of this contract. Should Verstay (Pty) Ltd import any goods or components of whatsoever nature to enable it to comply with this contract, and should the South African rand depreciate against the foreign currency in which payment is to be made by Verstay (Pty) Ltd between the date of this contract and the date on which payment is made by Verstay (Pty) Ltd to its suppliers, the buyer shall be obliged to pay to Verstay (Pty) Ltd any loss incurred by Verstay (Pty) Ltd by reason of such depreciation.
7. All prices and charges quoted relate only to the goods detailed in this contract.
8. Unless otherwise specified by Verstay (Pty) Ltd in writing, payment is to be effected within 30 (thirty) days from date of Verstay (Pty) Ltd’s invoice to the buyer. All charges shall be paid to Verstay (Pty) Ltd in full without any deduction of retention whatsoever and notwithstanding any counterclaim or complaint/s, which the buyer may have or claim to have. Interest at 2% above the prime overdraft bank rate will be levied on all overdue amounts.
9. Verstay (Pty) Ltd reserves the right to suspend deliveries or to terminate any contract at its option in case of war, force majeure, rights, act of God, fire, civil commotion, accident, inability to obtain supplies from its usual suppliers and/or any other unforeseen circumstances of any kind affecting Verstay (Pty) Ltd ability to deliver. In any such events Verstay (Pty) Ltd shall be relieved from all liabilities in connection with the contract and Verstay (Pty) Ltd shall be entitled to obtain payment in respect of deliveries already performed at the time of such suspension or cancellation.
10. Notwithstanding anything to the contrary herein contained should the buyer fail to effect payment of any moneys due owing and payable in terms of this contract. The full amount then owing shall immediately become due and Verstay (Pty) Ltd shall be entitled in its sole and absolute discretion to demand payment as to cash on delivery for any further deliveries in terms of this or any other contract concluded between it and the buyer.
11. If within 7 (seven) days after arrival of the goods at the buyers premises, no claims are received by Verstay (Pty) Ltd regarding the qty of the goods so delivered, the quantities shall be deemed to be correct.
12. Should the buyer refuse or be unable to accept any complete or partial delivery when rendered Verstay (Pty) Ltd shall be entitled to claim of the payment of the full contract forthwith. If execution of Verstay (Pty) Ltd performance is delayed or cancelled by fault of the buyer, then the buyer will be liable for any resulting expenses, losses, and damage.
13. Notwithstanding anything to the contrary herein contained Verstay (Pty) Ltd shall not under any circumstances be liable for any damages or loss whether direct or indirect or consequential or otherwise, from whatsoever cause arising which shall include but not be limited to any claim or damages arising out of this agreement or any contract or any delict or any negligent act or omission by/or on behalf of Verstay (Pty) Ltd or any of its agents or employees.
14. Subject to the provisions of Clause 13 above Verstay (Pty) Ltd’s warranty will be limited to the supply or replacement goods or parts thereof and labour free of charge or to the refund of the cost of the defective goods or parts at Verstay (Pty) Ltd discretion of any goods or parts found to be faulty during the warranty period being 24 months from date of dispatch due to faulty design, material or workmanship.
15. Verstay (Pty) Ltd can accept no liability for damage to goods caused by inadequate storage, tampering by parties unauthorised by Verstay (Pty) Ltd, negligence of the buyer or the use in applications for which they are Verstay (Pty) Ltd reserves the right to make any reasonable changes to the design and form of any goods ordered, provided however that the rated performance, quality and specification of such goods remain unaffected.
16. Notwithstanding any other provisions of the contract whereby goods have been made available by the seller to the purchaser –
    • The ownership of all goods sold, delivered or in any other way made available to the purchaser by Verstay (Pty) Ltd shall remain vested in Verstay (Pty) Ltd until the purchaser has made full payment of the purchase price for such goods although risk in the goods will pass on delivery to the purchaser unless otherwise recorded in writing.
    • Verstay (Pty) Ltd shall have the right at any time to give notice of continued ownership of the goods to every possessor and every landlord of premises in or on which goods are stored or may be placed whether for sale, repair, assembly or otherwise.
    • Without prejudice to any of its rights in terms of law Verstay (Pty) Ltd reserve the right to repossess goods in the event of the purchaser failing to make any payments on due date or at all.
17. The buyer hereby indemnifies Verstay (Pty) Ltd against all and any claims for damages, penalties, costs (including all attorney and client costs) and any other charges whatsoever arising from any infringement or alleged infringement by Verstay (Pty) Ltd or any patent, copyright or design, arising as a result of Verstay (Pty) Ltd carrying out any work in accordance with any drawings, designs, photographs or specifications supplied by the buyer.
18. VAT has not been included in the price contracted for and in the event of any VAT being payable in terms of this agreement the buyer shall be liable to pay to Verstay (Pty) Ltd the amount of such VAT.
19. This agreement shall be governed and constituted in accordance with the laws in force in the Republic of South Africa.
20. The risk in goods shall pass to the buyer on delivery in any of the forms specified in terms of this agreement
21. All quotations given by Verstay (Pty) Ltd are subject to rectification of any errors and/or omissions
22. Orders placed with Verstay (Pty) Ltd may not be cancelled in part or whole by the buyer except with the written consent with Verstay (Pty) Ltd. In the event of the Buyer so canceling any order placed, it acknowledges and agrees that it shall be liable to Verstay (Pty) Ltd 20% of the price reflected on this agreement as pre-estimated liquidated damages and/or rouwkoop, being the agreed loss of profits which Verstay (Pty) Ltd would suffer as a result of such cancellation.
23. In placing any order with Verstay (Pty) Ltd the buyer acknowledges and agrees that such order incorporates acceptance by the buyer of all the conditions contained herein.
24. No variation of any of the conditions contained herein or any cancellation thereof shall be valid unless agreed to by Verstay (Pty) Ltd in writing and then only under the signature of a director
25. Any indulgence or extensions of time which Verstay (Pty) Ltd may grant to the buyer shall not be construed as a novation or waiver of any of Two Verstay (Pty) Ltd’s rights in terms thereof
26. Arbitration
    • Should any dispute arise under this agreement or out of its termination or cancellation then the matter shall be submitted and decided by Arbitration. Any such arbitration will be governed by the provisions of this Clause 1.
    • The Arbitration shall be held: –
      • Informally
      • In Johannesburg
      • Without any legal representatives of the parties being present
      • Otherwise under the provisions of the Arbitration Laws then in force in the Republic of South Africa it being the intention that as far as possible it shall be concluded within 21 days after it has been demanded
    • Each of the parties concerned, shall be entitled to be represented at the Arbitration by any two of its Members, alternate Members or full time employees (who are not practicing attorneys or advocates)
    • The Arbitrator shall be a practicing senior council of not less than 5 years standing agreed between the parties concerned or failing agreement, nominated by the chairman for the time being of the Johannesburg Bar Council. Should such nomination be necessary such nomination shall be sort by the parties jointly or by any party to the dispute not later than 7 days after the Arbitration has been demanded and such chairman shall be asked to make such nomination within 7 days of the date of the request
    • The Arbitrator shall be empowered to appoint such assistants as he deems fit in the event of the subject matter of the dispute requiring expertise in any particular field for the proper resolution.
    • The Arbitrators award shall be in writing, unless the parties otherwise agree and shall be final and binding upon the parties. It shall also be capable of being made an order of the court.
    • No provisions in this Arbitration clause shall be taken as prohibiting the rights of either party to approach the appropriate court for the purposes of any interim or interdictory relief
    • Without derogation from the meaning of the word “dispute” which word shall be interpreted widely it shall be regarded as a dispute for the purposes of this clause if one party addresses any notice in terms of this agreement or dealing with any matter related, directly or indirectly, to this agreement which notice acts either for remedy of any bridge or for a response to that notice and after the laps of time specified in this agreement for remedy or response (or in the absence of any such specified time a period of 7 days for the date of receipt of the notice; the party which gave the notice alleges that no or inadequate remedy has occurred or that no or inadequate response has been received).