TRIPLE H DISTRIBUTION (PTY) LTD: STANDARD TERMS AND CONDITIONS
WELCOME
These terms and conditions govern your relationship and the services rendered by Triple H Distribution (Pty) Ltd. Access to and use of the services of Triple H Distribution (Pty) Ltd is subject to our general terms and conditions
as set out herein (“Agreement”).
INTERPRETATION
Clause headings are for convenience and shall not be used in its interpretation
Unless the context clearly indicates a contract intention, an expression denotes:
Any gender includes the other gender;
A natural person includes a juristic person and vice versa;
The singular includes the plural and vice versa
The following expressions shall bear the following meaning, unless clearly inconsistent with or otherwise indicated:
“Agreement” – means the terms and conditions contain herein;
“Credit application” – means the application form presented by Triple H IT Distribution (Pty) Ltd to obtain financial information required for credit vetting;
“Customer” means any party contracting with Triple H IT Distribution (Pty) Ltd from time to time and who accepted these terms and conditions;
“Duly authorised representative” – means the individual authorised to transact on behalf of the Parties to this Agreement;
“the Party/ies” – means Triple H IT Distribution (Pty) Ltd and the Customer individually or collectively, as the case may be;
“Goods” – means any goods or equipment that are supplied to the Customer in terms of this Agreement;
“Services” – means any services, support or consultancy provided to the Customer in terms of this Agreement; and
“AFSA” – refers to the Arbitration Foundation of South Africa.
GENERAL
The terms and conditions contained herein shall constitute the sole terms of agreement between the Parties in respect of Goods or Services purchased or received, and shall operate in respect of all business between the Parties
This Agreement apply to all the Goods and Services rendered and should be read together with our Privacy Policy [www.triplehgroup.co.za/legal]. This Agreement govern your relationship with us and constitute a valid and binding agreement between
you, the Customer and Triple H Distribution (Pty) Ltd, and the Business.
We reserve the right, and may in our sole discretion choose to amend this Agreement at any time and in any manner that we deem appropriate. This includes the right to change, modify, add or remove portions or the whole of this Agreement from
time to time.
Any extension, wavier, relaxation or suspension which is given or made, shall be strictly construed as relating to the matter in respect of which it was given or made
No extension, wavier, relaxation or suspension, bill of exchange or other document issued or executed pursuant to or in terms of this Agreement, shall operate as an estoppel against Triple H IT Distribution (Pty) Ltd in respect of its rights
under this Agreement, nor shall it operate to preclude Triple H IT Distribution (Pty) Ltd from exercising its rights strictly in accordance with this Agreement
The Customer shall have the responsibility to regularly review this Agreement and the terms incorporated herein to ensure compliance with the terms hereof.
QUOTATIONS
A quotation is only valid for the period specified and may be revoked at any time by Triple H IT Distribution (Pty) in the event of non-availability of the specified goods, the Customer will be informed in advance of any changes. Triple H
Distribution (Pty) Ltd may accept or reject in whole or in part any order placed upon it by the Customer pursuant to the quotation
The quotation is based on rates of exchange, freight charges, insurance, railage, costs of labour and materials and other charges ruling at the date/term of the quotation. Any variations occurring after the date/term of the quotation in any
of the aforesaid rates or charges shall entitle Triple H Distribution (Pty) Ltd to vary the amount of the quotation accordingly in which the Customer will be aware of.
PLACING OF ORDERS
Triple H Distribution (Pty) Ltd shall give written confirmation for the purchase order(s) released by the Customer within three (3) business days of its issuance by Customer. If any act or deed by Triple H Distribution (Pty) Ltd is done in
relation to the purchase order it will be construed as acceptance of the purchase order even though there is no formal written acceptance
Any purchase order shall, upon acceptance thereof by Triple H Distribution (Pty) Ltd, be irrevocable by the Customer. Any amendment or cancellation will require the consent of both the customer and Triple H Distribution (Pty) Ltd. In the event
of any amendment or cancellation, the Customer will be liable for any additional reasonable costs incurred, which Triple H Distribution (Pty) Ltd may incur due to cancellation of the order or additional costs for the amending of the order.
The additional costs will be charged to the Customer upon consent of both the customer and Triple H Distribution (Pty) Ltd. The Customer shall issue a purchase order, which will always be deemed to be an extension of, and an integral part
of the Agreement.
PURCHASE PRICE AND PAYMENT
Orders are accepted by Triple H Distribution (Pty) Ltd only on the basis that the prices charged would be those ruling at the date of order of the Goods or term of the quotation period, unless otherwise expressly stated in writing
Unless otherwise expressly stated in writing, prices are exclusive of value added tax which shall be for the account of the Customer unless the Customer has given acceptable proof to Triple H Distribution (Pty) Ltd that the supply is a zero
rated or an exempt supply. The Customer shall pay or reimburse to Triple H Distribution (Pty) Ltd the amount of any value-added tax simultaneously with the purchase price
The Customer shall be obliged to pay to Triple H Distribution (Pty) Ltd in addition to the contract price herein:
The amount of any tax, duty or other charge of any nature whatsoever imposed by any law, regulation or enactment of whatsoever nature which comes into force on a date after the date on which any price charged is determined;
Any other additional costs of any nature whatsoever arising due to factors beyond the control Triple H Distribution (Pty) Ltd. In particular, but without limiting the generality of the foregoing, Triple H Distribution (Pty) Ltd shall
be entitled to increase the purchase price in respect of any Goods supplied in order to make provision for any increases in cost arising as a result of or during the period of any delay caused by the Customer. The additional cost
must be agreed upon by both the Parties to this Agreement, which will not be unreasonably disputed by the Parties
The purchase price in respect of any Goods or Services sold or provided to the Customer in terms of this Agreement shall be payable:
By the customer via EFT transfer to the bank account of Triple H Distribution (Pty) Ltd. All EFT payment notifications must be sent through to Triple H Distribution (Pty) Ltd and will be deemed paid upon receipt and clearance of the
funds into Triple H Distribution (Pty) Ltd’s bank account.
No cheques sent to Triple H Distribution (Pty) Ltd through the post shall be deemed as received unless and until actually received by Triple H Distribution (Pty) Ltd and funds cleared into the Triple H Distribution (Pty) Ltd’s
bank account.
Any foreign currency transactions which are subjected to bank charges will be for the account of the Customer. Should any withholding tax be applicable, a certificate, indicating the taxation withheld, from the foreign country’s
revenue service is required.
In South African currency without deduction or set-off and free of any exchange.
On or before the expiry of the payment terms indicated on the application, which is annexed hereto, which shall commence upon the issuing of an invoice by Triple H Distribution (Pty) Ltd, or if there is no credit period indicated or
approved, payment via EFT transfer upon placement of order.
After the completion of the application by the Customer, Triple H Distribution (Pty) Ltd shall, at its own discretion, be entitled to:
Make such enquiries, as it may deem necessary to determine the creditworthiness of the Customer;
Determine whether or not to grant the Customer credit as applied for in the application; and
Inform the Customer of the determination made pursuant to 6.5.2 above.
Until such determination in terms of 6.5.2 above is made, any Goods and/or Services supplied to the Customer shall be supplied upon receipt of payment for the order placed only.
The Customer has no right to withhold payment by virtue of any alleged counterclaim against Triple H Distribution (Pty) Ltd. Should payment be withheld due to a query on the invoice, upon resolution of the query, payment for the invoice must
be effected immediately
The Customer hereby agrees that any item handed in for repair may be sold by Triple H Distribution (Pty) Ltd to defray the cost of such repairs and Triple H Distribution (Pty) Ltd’s usual storage costs, if the item remains uncollected
within three months of the repair being completed. Triple H Distribution (Pty) Ltd shall provide theCcustomer with sufficient notification of the items repaired and awaiting collection
Should an invoice become overdue, interest will be charged at the prevailing overdraft rate of First Rand Bank Limited plus 2% compounded monthly on all overdue amounts
Legal fees accrued in recovering any overdue amounts shall be for the account of the Customer in full.
ARBITRATION
The parties agree that any dispute under this Agreement shall be submitted to arbitration for exclusive resolution. Arbitration shall occur in accordance with the AFSA Rules of Arbitration
The result of the arbitration shall be final and binding to both parties of this Agreement
REPAIRS
Any repair times given by Triple H Distribution (Pty) Ltd are merely estimates and Triple H Distribution (Pty) Ltd shall not be bound thereby
Every effort will be made to get the item repaired within a reasonable time subject to the availability of spares
Once the fault is identified, the quote given to the Customer for the repair shall be deemed final, unless further faults are identified, in which case further costs may be levied. These will be discussed prior to commencement of repairs
IMPORTED GOODS
Where the Goods or any part thereof are to be imported, this Agreement is subject to the condition that the Customer’s order is accepted and confirmed by Triple H Distribution (Pty) Ltd’s own supplier and that delivery is made
in due course
DELIVERY
Any delivery date indicated by Triple H Distribution (Pty) Ltd shall merely be regarded as the estimated date of delivery and shall not bind Triple H Distribution (Pty) Ltd to effect delivery on or before such date. Delivery will be effected
within a reasonable timeframe or as agreed upon by both Parties
If delivery of any order is to be affected in consignments, Triple H Distribution (Pty) Ltd shall not be obliged to deliver any part of the order until the purchase price, which is due in respect of the part of the order that has already been
delivered has been paid, unless agreed upon by both Parties
If the Goods are to be delivered by road, the Customer shall be obliged to procure that the delivery destination shall be easily accessible to road transport vehicles, where necessary the Customer will allow Triple H Distribution (Pty) Ltd
to park any vehicles on their premises for delivery
The Customer shall be obliged to inspect all Goods upon delivery and endorse the delivery note as to any missing or damaged Goods. No claims for missing or damaged Goods shall be valid unless the delivery note has been endorsed as aforesaid
and unless, in addition, the customer notifies Triple H Distribution (Pty) Ltd in writing within 3 days of the delivery of the Goods of the claim in question and the Goods relating to such claim, furnishing full details in regard thereto.
The Customer shall bear the onus of proving that upon delivery, any Goods are missing or damaged or that the Customer’s order was in any way not complied with. Triple H Distribution (Pty) Ltd will ensure that all Goods are delivered
in good working condition, failing which a “Dead-On-Arrival” process will be initiated with Triple H Distribution (Pty) Ltd’s supplier. The “Dead-On-Arrival” process can only be initiated within 7 business
days from date of delivery of Goods
If Triple H Distribution (Pty) Ltd is unable to deliver the Goods to the Customer due to any act or omission on the part of the Customer, Triple H Distribution (Pty) Ltd shall be entitled to charge the Customer for the storage of the Goods.
Delivery will be carried out during normal business hours unless specified by the Customer, in which case, additional charges may be levied for the account of the Customer. These additional charges shall be agreed upon by both Parties
The Customer shall be obliged to furnish information necessary to enable delivery of the relevant Goods to be affected and if the Customer fails or refuses to do so, or if it fails or refuses to take delivery, the Goods shall, without prejudice
to the provisions of 10.7, be deemed to have been delivered to the Customer upon notification by Triple H Distribution (Pty) Ltd to the Customer to that effect
If the Parties agree to engage a third party to transport the Goods, Triple H Distribution (Pty) Ltd is hereby authorised to engage a third party on the Customer’s behalf and on the terms deemed fit by Triple H Distribution (Pty)
Ltd. The Customer hereby indemnifies Triple H Distribution (Pty) Ltd against any claims that may arise from such agreement
WARRANTIES AND GUARANTEES
Warranties, guarantees or representations (express or implied), which are not set out in this Agreement, shall not be binding on Triple H Distribution (Pty) Ltd. Any warranties or extended warranties taken by the Customer shall be for
the account of the original equipment manufacturer and not for Triple H Distribution (Pty) Ltd.
Parties agree that Triple H Distribution (Pty) Ltd shall have no liability in respect of any injury, loss or damage (direct, indirect or consequential) arising out of the use of, or inability to use, the Goods and if occasioned by Triple H
Distribution (Pty) Ltd’s negligence or any act or omission on its part. For the purposes hereof, any reference to Triple H Distribution (Pty) Ltd shall include its servants, agents or contractors or any person for whose acts or omissions
Triple H Distribution (Pty) Ltd may be liable in law
Triple H Distribution (Pty) Ltd shall be relieved of all obligations in terms of this clause, if:
Repairs or modifications have been made by persons other than Triple H Distribution (Pty) Ltd, unless such repairs or modifications are made with the prior written consent of the original equipment manufacturer;
Any goods are operated with any accessory, equipment or part not specifically supplied or approved in writing by the original equipment manufacturer;
The Goods have not been operated or maintained in accordance with the original equipment manufacturer’s instruction, or under normal use;
The goods have not been properly installed per the original equipment manufacturer’s instruction
If repairs or replacements are affected by Triple H Distribution (Pty) Ltd, only the parts worked on and not the complete goods shall be subject to a new guarantee
Customers who acquire goods for the purpose of on-selling those goods, whether that customer is permitted to do so or not (note: no terms contained in this agreement shall be deemed to allow that customer to on-sell goods acquired from the
supplier whilst ownership vests in the supplier), shall not advertise or issue or in any other way give or make any warranties, guarantees or representations as to the goods in any form whatsoever or offer to do so, which could result
in liability being imposed upon Triple H Distribution (Pty) Ltd.
HANDLING FEE ON RETURN OF GOODS
Triple H Distribution (Pty) Ltd reserves the right to levy a handling fee of 15% of the purchase price of the relevant goods, on such goods returned to and accepted by the supplier
Triple H Distribution (Pty) Ltd is not obliged to accept the return of any Goods and this clause shall not be used to imply that Triple H Distribution (Pty) Ltd shall be obliged to accept the return of goods
AVAILABILITY OF IMPORT PERMITS
Triple H Distribution (Pty) Ltd obligations as detailed in this Agreement shall be subject to the availability of an import permit for all cases where Goods ordered, or part thereof are to be imported
OWNERSHIP AND RISK
All products supplied shall remain the property of Triple H Distribution (Pty)Ltd until the contract price (including interest, if applicable) in respect of the goods in question has been paid in full
Risk in the product will transfer to the customer on delivery
SUBSTITUTE GOODS OR PARTS
Triple H Distribution (Pty) Ltd shall be entitled to substitute, for any goods or parts specified in the Customer’s order, such other goods, which the customer, in his sole discretion, may regard as suitable substitutes
Any amendments or alterations to the required specifications will require the consent of both Parties to this Agreement.
DOCUMENTATION
All specifications, descriptive matter, drawings or other documents furnished by Triple H Distribution (Pty) Ltd do not form part of the contract and may not be relied upon, unless they are agreed in writing by Triple H Distribution (Pty)
Ltd.
All specifications, descriptive matter, drawings or other documents furnished by Triple H Distribution (Pty) Ltd, which form part of the contract, are approximate only and Triple H Distribution (Pty) Ltd cannot be held responsible for any
losses incurred by the Customer due to discrepancies therein
BREACH
Subject to clause 18.2, if the Customer breaches any of the terms or conditions of this Agreement or any other agreement with Triple H Distribution (Pty) Ltd or fails to pay any amount payable by it on due date or commits any act of insolvency
or endeavours to compromise generally with its creditors or acts in a manner which may prejudice Triple H Distribution (Pty) Ltd’s rights, or allows any judgment against it to remain unsatisfied for 7 days or is placed into provisional
or final liquidation or judicial management or under provisional or final sequestration or if his estate is voluntarily surrendered, Triple H Distribution (Pty) Ltd shall have the right, without prejudice to any other right which it may
have against the Customer, to elect to:
Treat as immediately due and payable, all outstanding amounts which would otherwise become due and payable over the unexpired period of the Agreement and to claim such amounts as well as any other amounts in arrear including interest
and to cease performance of its obligations under this Agreement as well as under any other contract with the Customer until the Customer has remedied the breach;
Cancel this Agreement and retake possession of any of the Goods sold which have not yet been paid for by the Customer.
The Customer has no claim against Triple H Distribution (Pty) Ltd unless the Customer provides Triple H Distribution (Pty) Ltd with 30 days written notice of any breach or defect.
Either Party shall have the right to institute any action in either the relevant Magistrate’s court or the High court
DOMICILIUM AND NOTICES
The parties choose domicilium citandi et executandi (“domicilium”) 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
addresses and tele-facsimile numbers as set out in the customer credit application form
Each of the parties shall be entitled from time to time, by written notice to the other, to vary its domicilium to any other address which is not a post office box
Any notice given and any payment made by any party to any other (“the addressee”) shall be in writing and if:
Delivered by hand during the normal business hours of 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 at
the time of delivery;
Posted by prepaid post from an address to an 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;
Transmitted by facsimile from an address to the addressee at the addressee’s facsimile address for the time being shall be presumed, until the contrary is proved by the addressee, to have been received by the address on the first
business day after the date of transmission
Transmitted by email from an email address to the addressee at the addressee’s email address for the time being shall be presumed, until the contrary is proved by the addressee, to have been received by the address on the first
business day after the date of transmission
CESSION
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 any third party
Triple H Distribution (Pty) Ltd shall be entitled to cede or assign any rights and/or obligations, whether due to a corporate restructure, sale of share or sale of business transaction concluded by Triple H Distribution (Pty) Ltd, which it
may have in terms of this Agreement to any third party, subject to prior written notice to the Customer.
SECURITY FOR OBLIGATIONS
Triple H Distribution (Pty) Ltd reserves the right to require satisfactory security from the Customer for the due performance of any of the Customer’s obligations hereunder including but not limited to the payment of the purchase price.
If Triple H Distribution (Pty) Ltd so require, the Customer shall deliver to Triple H Distribution (Pty) Ltd prior to Triple H Distribution (Pty) Ltd complying with any of its obligations hereunder, confirmed irrevocable letters of credit
by financial institute acceptable to Triple H Distribution (Pty) Ltd. If such security or guarantees or letters of credit are not furnished within 7 days after any such demand, Triple H Distribution (Pty) Ltd shall be entitled to withdraw
from the contract in whole or in part as discussed in Clause 1.
SEVERABILITY
Each paragraph or clause in this Agreement is deemed separate from each other.
If any paragraph or clause is found, by a competent court, to be defective or unenforceable for any reason whatsoever, the remaining paragraphs or clauses shall be of full force and effect.
FORCE MAJEURE
Any transaction is subject to cancellation by Triple H Distribution (Pty) Ltd due to force majeure from any cause beyond the control of Triple H Distribution (Pty) Ltd, including, without restricting the generality of the foregoing inability
to secure labour, power materials or supplies, or due to an act of God war, civil disturbances, riot, state of emergency, strike, lockout, or other labour disputes, fire, flood, drought or legislation
FURNISHING OF INFORMATION BY CUSTOMER
The Customer shall furnish Triple H Distribution (Pty) Ltd with all information reasonably required by Triple H Distribution (Pty) Ltd to enable it to transact with its customer
THE CUSTOMER RECRUITMENT OF THE SUPPLIER’S EMPLOYEES
Where the Customer recruits an employee of Triple H Distribution (Pty) Ltd to perform services directly for the Customer, whether on a contractual or permanent employment basis, and such recruitment leads to the employee terminating his employment
with Triple H Distribution (Pty) Ltd, where such recruitment takes place during or six calendar months thereafter the period to the conclusion of this Agreement, the Customer:
Shall be immediately liable for the payment to the Supplier of 100% of the employees’ annual remuneration package as paid by the Supplier to the employee, inclusive of all benefits and allowances.
