Terms & Conditions
using this website, you are agreeing to the Terms and Conditions below:
otherwise agreed to in writing by Solarpop Distribution (hereinafter called
"the Company"), the following standard terms and conditions shall:
be incorporated into every agreement for the supply of any and all
products and services (hereinafter collectively called "Products") by
the Company to all of its customers, and
take precedence over any of the customer's terms and conditions.
In terms of Section 11(3) of the Electronic Communication and Transactions Act,
25 of 2002, the Company will make these terms and conditions accessible in a
form in which it may be read, stored and retrieved by any customer to whom it
1.1. All purchase orders must be
submitted by customers in writing to a Company representative or via the
Business-to-Business (“B2B”) portal on the Company’s website.
1.2. Purchase orders will be
received by the Company as an offer to purchase from the customer, which will
only create a legally binding contract at the time, and to the extent, that the
offer is accepted by the Company.
1.3. Verbal purchase orders will
not be accepted by the Company under any circumstances.
1.4. A quotation for Products
remains subject to change and represents no obligation until the Company
accepts the customer's official purchase order.
2.1. The Products delivered will
be in accordance with the specification in terms of the purchase order. It is
the customer's responsibility to ensure that its order is correct in all
2.2. No amendments will be
allowed to the order (as reflected in the purchase order form) unless agreed to
in writing by the Company. Amendments resulting from a customer’s request will
be permitted to the extent, and on the terms and conditions, as stipulated in
writing by the Company, allowing for possible increases in the cost or time
required for performance.
2.3. The Company undertakes to
make every effort to deliver the Products as agreed in the purchase order. The
customer however acknowledges that the Company is a distributor of Products and
as such relies on the availability of these Products from manufacturers and/or
publishers. Necessary amendments to orders resulting from the Company’s
inability to deliver a specified Product due to this unavailability, will be
communicated to the customer at the earliest possible opportunity.
2.4. The Company will not be
liable for any costs or damage resulting from its inability to effect delivery,
including timeous delivery, of any specified Product.
3.1. Unless otherwise agreed to
in writing, the customer shall affect payment for the Products (the purchase
price) within the due date of each relevant invoice, not delaying payment
pending the ensuing statement.
3.2 Mora Interest in terms of the Prescribed Rate of Interest Act (55 of 1975), as amended, shall be paid on all accounts due and payable, calculated form the date of Invoice.shall be paid on all amounts due and payable, calculated from date of invoice.
3.3. All prices invoiced are
exclusive of VAT unless otherwise stated.
3.4. All payments will be made via electronic funds transfer (EFT) only, free of exchange or bank charges
3.5. In the event of the customer
failing to affect payment of the purchase price within seven (7) days from date
of demand, the Company shall be entitled, at its option, and notwithstanding
any indulgence or relaxation granted to the customer without prejudice to any
other rights it may have in terms of this agreement or common law, to cancel
this contract and repossess the Products and/or claim the balance thereof. The
Company shall be entitled to re-sell such Products either by auction or by
3.6. The customer shall be liable
for any shortfall or shall be passed a credit note for all amounts received in
excess of the expenses of recovery and resale.
3.7. The customer shall be liable
for all legal costs, including collection charges, incurred by the Company in
the recovery of such debt on the Attorney and own client scale.
3.8. The customer shall pay all
accounts in full and cannot exercise any rights of set-off or counterclaim
against invoices submitted.
3.9. Proof of payment notices
will only be accepted if transmitted directly from customer’s bank via email to
4.1. Unless otherwise stated the
price quoted in the Quotation or Proforma Invoice is in South African Rands and
is based as at the date thereof on the cost ruling with regard to a number of
criteria. These include freight, applicable insurances, coastal and landing
charges, customs, dock and import duties, cartage and railage, rates of
exchange, any statutory costs and all other such similar encumbrances. However,
if after the date of the Company's Quotation (whether before or after the
placing of the Purchase order), there is any increase in respect of the cost to
the Company of any of the criteria stated herein then such increase will be for
the customer's account.
4.2. The Company will communicate
this increase in price to the customer at the earliest possible opportunity.
5.1. The Company undertakes to
make every effort to meet the delivery period as stated. The Company will not
under any circumstances accept responsibility for delivery delays due to causes
beyond its control, including, but not limited to, acts of God, fire,
explosion, strikes, lockouts, inability to obtain components, delays by
sub-contractors, actions by government, or losses and delays in transit. A
reasonable extension of time shall be granted to the Company in event of any
delays that are beyond its control. The place of delivery will be as specified
on the purchase order.
5.2. Where the Products are not
delivered by the Company or collected by the customer, but are delivered to an
independent carrier, delivery to the carrier shall be deemed to be delivery to
Risk and Ownership
6.1. Where the Products have been
delivered pursuant to Clause 5.2, the customer and their appointed carriers
shall be fully responsible for materials lost or damaged in transit.
6.2. The ownership in the
Products shall not pass to the customer until all amounts due from the customer
to the Company in respect of Products sold, delivered or made available in any
other way to the Customer has been paid for in full.
Packaging, Packing and Shipment
7.1. Packing will be in
accordance with the Company's standards, unless otherwise specified in writing.
Any special packing required by the customer will be charged for as an extra
and specified as such in the relevant invoice.
8.1. Unless otherwise agreed in
writing, the Company does not offer any warranty on the Products beyond any
implied warranties as provided for in The Consumer Protection Act, 68 of 2008.
8.2. Should any parts, materials
or components forming part of the Products sold by the Company to the customer,
be manufactured by anyone else than the Company, then the manufacturer's normal
warranty in respect of those parts, materials or components shall apply and no
further warranties in this regard will be given by the Company. The Company's
liability will not extend beyond that of the manufacturer's liability.
8.3. In the case of defective
Products, the customer must notify the Company within 5 (five) business days of
having taken delivery of the Products of any material defects to the Products.
Returns, credits and/or exchanges of defective Products are subject to the
provisions of Clause 10 below.
8.4. The Company is absolved from
any warranty claims that emanate against customers who elect to trade in grey
imported products that are unlawfully passed off as Company Products.
9.1. The customer agrees and acknowledges that in the event of the customer breaching any of the terms of this agreement, including failing to pay any amount due and payable on the due date in accordance with Clause 3 above, then the entire amount owing by the customer to the Company will immediately become due and payable, and the Company will, without detracting from any other remedies which may be available to it, be entitled to summarily cancel this agreement and any order accepted in terms of this agreement without notice to the customer, or to claim specific performance of all the customer’s obligations whether or not otherwise then due for performance, in either event without prejudice to the Company’s right to claim damages.
9.2. In the event of cancellation
by the customer of the contract or part thereof, or in the event of the Company
cancelling the contract as a result of a breach by the customer of any of these
conditions, the Company shall be entitled to payment of a standard cancellation
fee not less than 40% of the value of the invoice so cancelled plus:
The sales value of all Products delivered.
The sales value of all Products finished and not delivered at the
time of such cancellation.
The sales value of all materials ordered by the Company specially
for such order whether such materials have been received or not.
9.3. The Company shall be
entitled to suspend or cancel further deliveries and to suspend or cancel its
obligations under this or any other contract between the Company and the
customer if any payment is overdue.
9.4. The Company may, by notice in
writing, cancel the Purchase order if the customer becomes insolvent or makes
an arrangement with its creditors or goes into voluntary liquidation or is
placed under a provisional or final order of sequestration or administration,
judicial management or any similar form of debt-related intervention.
10. Return of Products
The customer shall not be entitled to return any Products to the
Company without the Company's express consent.
Unless otherwise agreed in writing, the Company's normal express
consent for the return of Products shall be by means of a Return Authorisation.
No claim regarding material defects will be entertained by the
Company unless made in writing and delivered to the Company within the warranty
period from the date of delivery of the Products.
In the event of material defects or shortages in the Products
proved to the Company's satisfaction and upon being properly notified, the
Company shall, at its option:
Exchange the Products for similar Products;
Repair the Products; or
Refund the customer the purchase price of the relevant Products in
terms of the applicable invoice.
11. Good Faith
11.1 The customer recognizes that the Company has distribution agreements in place with its international suppliers and commits to honouring the spirit of such agreements.
11.2 The customer specifically agrees to take all reasonable measures to avoid grey or parallel importing and the distribution of any products sourced through unofficial channels.
11.3 The customer undertakes to avoid dealing with any counterfeit products and recognizes that doing so could lead to criminal and/or civil prosecution.
12.1 These terms set out the Company's entire liability in respect of the Products and the Company's liability under these terms shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities expressed or implied statutory or otherwise in respect of the quality or the fitness for any particular purpose of the Products.
12.2. The Company shall not under any circumstances be liable, the customer indemnifying the Company, for:
12.2.1. Any loss or injury whatsoever (including indirect or consequential loss including loss of profit) arising from the supply of the Products, including any loss or injury (whether direct, indirect or consequential) attributed to any negligent act of the Company or the Company's servants or agents;
12.2.2. Any representations or warranties as to the Products given by any of the Company's servants or agents; and
12.2.3. All damages, penalties, costs, charges and expenses to which the Company may become liable as a result of work done in accordance with the customer's drawings and/or specifications.
The customer shall keep all commercially sensitive information,
for example wholesale prices, obtained in the context of the contract,
confidential, and shall not divulge it to third parties without the written
consent of the Company.
The customer shall keep their login details to the Company’s
online platform secure and these details may not be shared with any third
party. The customer will take all reasonable steps to limit use of their
profile only to authorised person/s within their organisation
Should a customer suspect that its profile or login details have
been compromised in any way, it must notify a Company representative
The Company shall not be bound by any express or implied term,
representation, warranty, promise or the like not recorded herein.
No addition to, variation
of, or agreed cancellation of these terms and conditions, or contract based
thereon, shall be of any force or effect unless reduced to writing and signed
No indulgence which the Company may grant to the customer or any
other party shall constitute a waiver of any of the rights of the Company, who
shall not thereby be precluded from exercising any rights against the customer
which may have arisen in the past or which might arise in the future.
The Purchase Order and any agreement that shall result therefrom
shall be governed by the laws of the Republic of South Africa.
Any party will be entitled to institute any proceedings against
the other in any Magistrate's Court having jurisdiction over the matter, even
though the amount claimed is beyond the jurisdiction of the Court. In the event
of a party instructing its attorneys to recover any amounts from the a party
who is in breach of contract, then the defaulting party shall be liable for and
shall pay all legal costs incurred on an attorney and own client scale,
inclusive of collection commission.
All notices or demands to either party shall be in writing and may
be served by hand delivery, registered mail, email or facsimile at the address
of the receiving party as set forth in the customer retail agreement or
purchase order as applicable. All notices and demands by mail shall be deemed
to have been received within seven (7) days of postage, unless proved otherwise
by the receiving party.
If any of the terms and conditions in this document is held by a
court of competent jurisdiction to be invalid or unenforceable, then these
terms and conditions, including all of the remaining terms, will remain in full
force and effect as if such invalid or unenforceable term had never been