1.    DEFINITIONS

TERMS AND CONDITIONS

 

between the Company and the Client once the

• “Client” means the party as set out in the Estimate and/or Invoice who purchases the goods from the Company.
• “Company” means Buyisa Industries (Pty) Ltd t/a Eezi Cool Refrigeration, a Private Company with Registration Number 2012/033368/07
• “Goods” means the products as set out in the estimate and/or invoice.

2        SCOPE

• These terms and conditions shall be subject to any estimate and/or invoice signed by a representative of the Client.
• Subject to 2.1, no variation of these terms and conditions shall apply, either at the time the customer’s order is accepted or at any time afterwards, unless the variation in question is expressly agreed to in writing and signed by an authorized representative of the
• If the Goods set out in the estimate and/or invoice are required by the customer for the purpose of another contract between the Client and anyone else, none of the provisions of that other contract shall apply to or be incorporated in the contract between the Company and the Client unless expressly confirmed in writing by an authorized representative of the

3        QUOTATIONS

• All orders for the purchase of Goods from the Company will be subject to the furnishing of an estimate and/or invoice by the Company.
• Estimate and/or invoices furnished by the Company to the Client will, unless otherwise stated therein, be valid for 7 (seven) calendar days from the date of rendering the relevant estimate and/or invoice by the Company, whereafter it will automatically lapse unless the Company confirms otherwise in writing.
• The Client will only sign these terms and conditions once-off, whereafter all delivery notes will be regulated in terms of these terms and
• Notwithstanding anything contained in this clause 3, the Company shall at all times retain the right to accept in writing any order for the Goods by a Client. A Client that accepts delivery of any goods from the Company shall be bound to the provisions of these terms and conditions as if he/she/it has signed these terms and

4        BINDING CONTRACT

• Upon delivery of the goods the Client will be furnished with a delivery Any delivery note furnished to the Client by the Company will bring into existence a valid and binding contract delivery note has been signed by a representative of the Client.

• In the event that the Clients cancels or amends the delivery note the following shall apply:
  • A handling fee of 10% (five percent) will be charged on the total of the delivery note; and
  • where any other costs have already been incurred by the Company in the supply of the Goods, the Company shall be entitled to charge the Client a reasonable cancellation fee to recover such
• The Client acknowledges and accepts that the Company’s employees, agents, contractors or sub-contractors have no authority to vary these terms and conditions and the Company assumes no liability and shall not be bound by any statements, warranties or representations made by any employees, agents, contractors or sub-contractors save as expressly stated in writing and signed by an executive director of the Company.
• should the delivery note need to be amended due to default of the Company (incorrect delivery, short deliver, over delivery) the amendment will be made on the delivery note and signed by the Client in acceptance of the change. The Client will be invoiced in accordance with the quotation.

5         PURCHASE PRICE AND PAYMENT

• The purchase price for goods shall be the amount as stated on the vat invoice rendered by the Company to the Client and/or on the statement of account (where credit is granted). The purchase price of the Goods is subject to the addition of vat, calculated at 15% (or as amended from time to time) on the purchase price of the Goods. Unless liability and/or price/remuneration is dissented from in writing by the Client within 7 (seven) calendar days from the date of receipt of a vat invoice and/or statement of account, whichever is received first, the price and all particulars appearing on the vat invoice and/or statement of account shall be deemed to be correct and the Client shall be deemed to have waived all of its rights to dispute same.
• In all instances where the sale of the Goods is not in terms of the extension of credit by the Company, the total cost of the Goods shall be payable by the Client upon receipt and acceptance of the estimate and/or invoice by the
• Where the Client has been extended credit by the Company and has an active account, the Client shall be obliged to make payment of each vat invoice rendered by the Company within 30 (thirty) calendar days from the date of rendering the vat invoice and/or statement of account, unless the Company has expressly, in writing, agreed to other terms of payment.

• Each payment shall be made to the Company without deduction or set-off by the Client, free of banking
• The Company may within its sole and absolute discretion offer a settlement discount to any Client which effects payment to the Company within a shorter
• Should the Client fail to make any payment to the Company on the due date for such payment, then all amounts owing by the Client to the Company, from whatsoever cause, whether or not the date for payment has arrived, shall immediately become due and payable to the Company and the Client shall forfeit all discounts of whatsoever nature which may have been expressly granted to it by the
• Unless otherwise agreed in writing, any amount not paid on the due date shall bear interest at 2% (two percentage points) per month above the prime rate charged by First National Bank of South Africa on the outstanding amount. Interest shall be calculated from the date that the amount became due until the date of payment, both days

6        DELIVERY, RETURNS AND ESTIMATED COMPLETION

• Delivery of the Goods shall be in accordance with the terms set out in the estimate and/or invoice.
• Where the parties have agreed thereto in the estimate and/or invoice, the Company shall deliver the Goods to the Client at the Client’s nominated delivery address on the terms agreed to in the estimate and/or invoice.
• The Client acknowledges and accepts that delivery dates given in advance are estimates and will be subject to change based on the operational capacity of the Company and its suppliers, contractors or sub-contractors.
• The Company will use its best endeavours to ensure that delivery is completed as soon as is reasonably possible after the estimated delivery date. Notwithstanding the aforegoing, the Company, its suppliers, employees, agents, assigns and contractors shall not be liable for failure to perform or delay in performance hereunder resulting from any cause whatsoever, in particular any cause beyond the Company’s control, fire, labour difficulties, transportation difficulties, interruption of power supply (including but not limited to what may be termed “load shedding” or “blackouts”) and delays in usual sources of supply, major changes in economic conditions, breakdown of machinery or any cause beyond the Company’s control or whether caused by negligence or otherwise.

• For deliveries at the nominated delivery address of the Client, the Client shall be obliged to make all the necessary arrangements to enable the Company or its contractors or sub-contractors to deliver the goods at the nominated delivery address and shall make all necessary prior arrangements to grant the Company or its contractors or sub-contractors unhindered access to the Client’s premises for purposes of delivery.
• The Client shall immediately upon receipt of the Goods from the Company be allowed to inspect the Goods and the Client must inform the Company of any defects or short delivery by way of written notice, to be received by the Company within 48 (forty eight) hours of receipt of the Goods by the Client. Should the Client fail to notify the Company of any defects or short delivery or potential claim by the Client within the specified 48 (forty eight) hours period, it shall be deemed that the Goods were delivered in perfect order and condition and such failure shall constitute a complete waiver by the Client of any potential claim based on defective
• Any goods delivered to the Client in error will only be considered for return by the Company provided that such goods are undamaged, have not been tampered with in any way and are not defaced in any
• If the Client, due to some fault of its own, cannot accept delivery on the delivery date or requests the Company to suspend or delay delivery less than 18 (eighteen ) hours prior to the scheduled delivery, the Company shall be entitled to claim from the Client any costs incurred by it resulting there from, which costs shall be payable on written demand by the
• Eezi Cool is committed to operating in line with the Consumer Protection Act and all policies are subject to the applicable law.
• If an item purchased for any reason does not meet standards, such goods need to returned within 14 days for a refund. The item must be in a resalable condition and needs to have the original packaging including all attachments, accessories and documentation, and the item must be unused and in original condition. In the event of a return, the items may be returned to the factory/supplier by the client. Should the client request collection, this will be an additional charge incurred and a written quotation will be issued. Exchange of items will incur a further delivery charge which will be quoted.
• If the client does not request an exchange, the goods will be refunded minus any collection fees, handling charges and processing fees no less than 10% of the value of the order.

7         PASSING OF RISK AND OWNERSHIP

• All risks related to the Goods shall pass from the Company to the Client upon
• The Client shall be solely responsible for all risks in and to the Goods on its premises and the Company shall not be liable for any loss of or damage to any Goods stored at the Client’s premises after delivery of the Goods, whether the Goods have been fully paid on delivery or not.
• Ownership of the Goods shall only pass to the Client once the full purchase price of the Goods has been paid to the Company and the Company has received such funds in its nominated banking

8         DEFAULT

• Should the Client fail to make payment upon the due date of any amount due and owing, or commit any other breach of the terms and conditions, the Company shall give the Client 7 (seven) calendar days’ notice to make payment or to remedy the breach (whichever is applicable), failing which the Company shall at its sole discretion and without prejudice to any other remedies it may have, including the right to claim damages, be entitled to cancel the contract forthwith, and/or declare all amounts owning by the Client to be immediately due and payable; and/or suspend the carrying out of its then uncompleted obligations until payment has been made; and/or terminate or suspend any credit facilities granted to the
• In the event that the Company takes any steps to enforce any of its rights against the Client, the Client shall be liable to pay the Company’s costs incurred by such steps, including legal costs (whether granted in terms of a court order or out- of-court costs) calculated on an attorney and own Client scale, as well as collection costs at the maximum permissible rate in
• The Client agrees that a certificate signed or purporting to be signed by any executive, manager, accountant or credit controller of the Company, certifying the amount due by the Client to the Company, shall constitute conclusive proof of such amount due. In the event of a court refusing to enforce such terms, then such certificate will instead constitute prima facie proof (until the contrary is proven) of such amount due. The aforementioned certificate shall furthermore constitute a liquid document for the purpose of obtaining summary judgment against the
• In the event that the provisions of the Consumer Protection Act (“CPA”) are applicable to the Client and its agreement with the Company, the Client shall have the same rights as the Company as contemplated in clause 1.

9        ALTERNATIVE DISPUTE RESOLUTION (ADR)

• Subject to clause 9.4, if the parties are unable to resolve any dispute arising out of or in connection with these terms and conditions by means of joint co-operation or discussion within 1 (one) week after a dispute arises, then the dispute will be finally settled under the Rules of Arbitration of the Arbitration Foundation of South Africa (AFSA) by 1 (one) arbitrator appointed in accordance with the said Rules, which Rules are deemed to be incorporated by reference into this
• Unless otherwise agreed to in writing by the parties, the arbitration shall be conducted in Pretoria, South Africa and in
• The provisions contained in this clause 9 shall endure beyond the termination or cancellation of these terms and conditions without limit in
• Notwithstanding the provisions of clause 9.1, the Company shall be entitled, at its sole and absolute election, to institute any claim for the payment of all amounts outstanding or any fees (or any outstanding portion thereof) in a court with competent jurisdiction and the Client shall be bound to such election without the right to refer such a claim to arbitration in accordance with clause 9.1.

10      NOTICES AND DOMICILIUM

• The parties hereto select as their respective addresses for service of any documents the addresses set out in the estimate and/or invoice.
• Any written notices in respect of this contract shall be sent by telefax, e-mail or be delivered by hand at the addresses, fax numbers or e-mail addresses of the parties set out in any order, estimate and/or invoice, or vat

11      AUTHORISATION

• Each signatory to these terms and conditions of the Company hereby warrants that he/she has due authority to sign this contract on behalf of the party represented by him/her.

12      LIABILITY

• In terms of the provisions of section 49 of the CPA, read with section 48 thereof, the Client’s attention is specifically drawn to the limitations of liability of the Company, the assumption of risk and liability by the Client and the indemnities provided by the Client to the Company as set out in these terms and conditions as well as this clause
• In addition to any other specific exclusions of liability contained herein and unless otherwise expressly stated herein, the parties agree that the Client shall have no claim whatsoever against the Company for any loss, damage or injury, of any nature, occasioned by any defect in any goods supplied by the Company, or any failure to provide adequate instructions in respect of any hazards that may arise from the use of the Goods, save to the extent that such loss, damage or injury is contemplated in section 61 of the The provisions of section 61 of the CPA shall not apply in instances where the CPA is not applicable to the Client and its agreement with the Company.
• Nothing in these terms and conditions must be interpreted as in any way limiting the rights of the Company to raise such defenses as may be available to the Company at common law or in terms of any
• In the event that the Company is found to be liable for any loss, damage or injury caused by any defects in the Goods, the liability of the Company shall be limited to the price paid by the Client for such Goods, as the case may

13      WARRANTIES

• To the extent that the provisions of the CPA may be applicable to the Client and its agreement with the Company, the Company acknowledges the rights of the Client in terms of the CPA and in particular the Client’s right to receive goods that–
  • are reasonably suitable for the purposes for which they are generally intended;
  • are of good quality and free of defects; and
  • will be usable and durable for a reasonable period of time, having regard to the use to which they would normally be put and to all surrounding
• The Company gives no warranty to the Client except the warranty as per the manufacturer’s warranty.
• Unless otherwise agreed in writing, the Company will replace any goods sold to the Client, if the Client notifies the Company in writing of any material defects in respect of the Goods within 48 (forty eight) hours of delivery of the Goods and the defect is proven to exist, being a reasonable period of
• Notwithstanding the provisions of clause 13.1 above:
  • unless the Client has specifically informed the Company of the intended use of the Goods, the Company does not warrant that the Goods will be fit for the purpose that the Client intends using the Goods for;
  • if any defect in the Goods has been caused thereto by the acts or omissions of the Client, the Company will not be liable in terms of the implied warranty of quality contained in the CPA;
  • any warranty provided by the Company will cease to apply if any misuse, abuse or material neglect of the Goods by the Client occurs.
• To the extent that the provisions of the CPA are not applicable to the Client and its agreement with the Company, the implied warranties contained in the CPA and all CPA related provisions contained in these terms and conditions will not apply to the Client and the Client will not be able to rely on such

14      CONFLICTING PROVISIONS

• The terms and conditions must be read together with the provisions of the CPA where the CPA is applicable to the
• Should any provision of the terms and conditions be found to be unfair, unreasonable, unjust, invalid, void or in conflict with or irreconcilable with the provisions of the CPA (to the extent that the provisions of the CPA applies to the Client), such provision shall be deemed to be severable from the terms and
  • In circumstances where the provisions of the CPA apply to a Client, if any provision of these terms and conditions is found to be unfair, unreasonable, unjust, invalid, void or in conflict with or irreconcilable with the provisions of the CPA:the remaining provisions to the terms and conditions will be and remain in full force and effect; and
  • the Company and the Client will act in good faith in order to validate or otherwise render any of the provisions valid, binding, enforceable and in line with the provisions of the CPA and will do all things necessary to amend these terms and conditions accordingly.
• Should the Client at any time allege that any or all of the provisions of the terms and conditions are unfair, unreasonable or unjust, the onus of proving such unfairness, unreasonableness or the term being unjust will rest on the
• In the event that it is proved in a consumer tribunal or other competent court or legal body that a particular provision or the whole of the terms and conditions is unfair, unreasonable, unjust, invalid, void or in conflict with or irreconcilable with the provisions of the CPA, the Company will be afforded an opportunity to rectify the cause of complaint within 30 (thirty) days of an order in this regard being

15      GENERAL

• These terms and conditions, read together with the accepted estimate and/or invoice and tax invoice, contains all the express provisions agreed on by the parties with regard to the sale of goods and rendering of services by the Company to the Client, and the parties waive the right to rely on any alleged provision not expressly contained in these terms and conditions, the accepted estimate and/or invoice and the tax
• A party may not rely on any representation which allegedly induced that party to enter into an agreement with the Company, unless the representation is recorded in these terms and conditions, the accepted estimate and/or invoice and the tax invoice.
• No contract or document varying, adding to, deleting from or cancelling the agreement between the parties, and no waiver of any right under these terms and conditions, the accepted estimate and/or invoice and the tax invoice, shall be effective unless reduced to writing and signed by or on behalf of both
• The grant of any indulgence by a party under the agreement between them in terms of these terms and conditions, the accepted estimate and/or invoice and the tax invoice shall not constitute a waiver of any right by the grantor or prevent or adversely affect the exercise by the grantor of any existing or future right of the
• Except as provided for elsewhere in these terms and conditions, the accepted estimate and/or invoice and the tax invoice, a Client may not cede or assign any or all of its rights or delegate any or all of its obligations under these terms and conditions, the accepted estimate and/or invoice and the tax invoice, without the prior written consent of the Company.
• These terms and conditions, the accepted estimate and/or invoice and the tax invoice are to be governed, interpreted and construed in accordance with the laws of the Republic Of South
• Each of the parties hereby respectively agrees and acknowledges that:
  • he/she/it has been free to secure independent legal advice as to the nature and effect of each provision of these terms and conditions, the accepted estimate and/or invoice and the tax invoice and that he/she/it has either taken such independent legal advice or has dispensed with the necessity of doing so; and
  • each provision of these terms and conditions, the accepted estimate and/or invoice and tax invoice are fair, reasonable and just in all the circumstances and are part of the overall intention of the parties in connection with their agreement.

16      SALE OF BUSINESS

• The Client will inform the Company within 48 (forty eight) hours after any sale of business transaction has been concluded in terms whereof the Client intends to sell the business to a third

17      FAIR, REASONABLE AND JUST

• The Client, by signing these terms and conditions below, acknowledges and confirms that he/she/it has read the provisions of these terms and conditions, the accepted estimate and/or invoice and the tax invoice and has been granted sufficient time to study same, has studied same and understands the effects thereof, and that the terms of each of these documents are not unfair, unreasonable or