Standard Terms & Conditions
By using this website, you are agreeing to the Terms and
Conditions below:
Unless 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 is applicable.
1. Purchase orders
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. Specification
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 respects.
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. Payment
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.
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 private treaty.
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 accounts@solarpop.co.za.
4. Price Fluctuations
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. Delivery
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 the
customer.
6. 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.
7. 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. Warranty
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. Cancellation
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:
9.2.1. The sales value of all
Products delivered.
9.2.2. The sales value of all
Products finished and not delivered at the time of such cancellation.
9.2.3. 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
10.1. The customer shall not be entitled to return any Products to the Company
without the Company's express consent.
10.2. Unless otherwise agreed in writing, the Company's normal express consent for
the return of Products shall be by means of a Return Authorisation.
10.3. 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.
10.4. 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:
10.4.1. Exchange the Products for similar Products;
10.4.2. Repair the Products; or
10.4.3. 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. Liability
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.
13. Confidentiality
13.1. 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.
13.2. 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
13.3. Should a customer suspect that its profile or login details have been
compromised in any way, it must notify a Company representative immediately.
14. General
14.1. The Company shall not be bound by any express or implied term, representation,
warranty, promise or the like not recorded herein.
14.2. 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 by bothparties
14.3. 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.
14.4. The Purchase Order and any agreement that shall result therefrom shall be
governed by the laws of the Republic of South Africa.
14.5. 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.
14.6. 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.
14.7. 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 included.