1.1 Unless the context dictates otherwise, the words and expressions set forth below shall bear the following meanings and cognate expressions shall bear corresponding meanings:
1.1.1 “Customer” shall mean the purchaser of the Goods in terms of these Terms and Conditions, whose details are set out in an Invoice or who accepts delivery of the Goods;
1.1.2 “Goods” shall mean the goods supplied by Major Tech to the Customer in terms of these Terms and Conditions;
1.1.3 “Invoice” shall mean any tax invoice issued by Major Tech from time to time to a Customer;
1.1.4 “Major Tech” shall mean Major Tech (Proprietary) Limited (Registration number 1992/001859/07), a private company with limited liability incorporated in accordance with the laws of South Africa;
1.1.5 “Parties” shall mean Major Tech and the Customer and “Party” shall, as the context requires, be a reference to any one of them; and
1.1.6 “Terms and Conditions” shall mean these terms and conditions.
All Goods set out in an Invoice are sold by Major Tech to the Customer. The sale of such Goods is subject to the Terms and Conditions set out herein, which Terms and Conditions the Customer acknowledges to have read and understood.
3.1. The price for the Goods shall be the price reflected on the Invoice, which amount shall be inclusive of value added tax.
3.2. The price referred to in clause 3.1 above does not include the cost of delivery, which cost will be stipulated and charged for separately by Major Tech.
4.1. Payment shall be made by the Customer within 30 (thirty) days of the date of the Statement.
4.2. The price specified in the Invoice shall be paid directly to Major Tech by electronic bank transfer, cheque or deposit, free of transfer costs, deductions and/or set off.
4.3. Payment shall be made into Major Tech’s bank account.
4.4. Interest, charged at 2% per month or part thereof (or at the maximum rate allowed by law, whichever is the lesser), calculated from the date falling 20 (twenty) days after the date on which payment becomes due in terms of clause 4.1 above until the date of payment, shall be charged in respect of all overdue amounts.
4.5. The Customer shall be liable for all legal costs incurred by Major Tech in respect of the collection of any overdue amounts, including costs calculated on an attorney and own client scale.
4.6. A certificate signed by the accounting officer of Major Tech, accompanied by supporting invoices, reflecting the amount due and payable by the Customer, shall, on the face of it, be proof of the Customer’s indebtedness during any legal proceedings aimed at debt recovery, proof of debt on insolvency or for any other purpose.
4.7. All payments made towards an overdue Invoice shall first be applied to the interest and then only to the capital amount.
4.8. Major Tech may, in its sole and absolute discretion, grant the Customer a discount, which discount shall be for an amount determined by Major Tech in its sole and absolute discretion.
5.1. Major Tech shall arrange for the delivery of the Goods to the Customer at the address specified by the Customer (“Delivery Address”).
5.2. The Goods shall be packed in such packaging material and in such manner as Major Tech shall deem fit.
5.3. Delivery shall take place when the Goods are physically handed over to the Customer or any person nominated by the Customer.
5.4. If the Customer or its agent fails to take delivery of the Goods, or in any way delays the delivery of the Goods, then the risk in the Goods shall immediately pass to the Customer, who shall be liable to reimburse Major Tech for any and all reasonable costs of storing, insuring and/or handling the Goods until such time as delivery to the Delivery Address takes place.
5.5. The signature of any employee of the Customer or its agent shall be proof of the proper delivery of the Goods.
5.6. Whilst Major Tech shall make every effort to ensure that the correct quantity of Goods is delivered and that the Goods are delivered on the date agreed with the Customer, delivery dates provided by Major Tech are estimates only and do not constitute contractual obligations on the part of Major Tech. If Major Tech cannot make any delivery for any reason which is either wholly or partly beyond its control, then the obligation to make a delivery shall be suspended until such time as Major Tech can deliver such Goods.
5.7. Unless Major Tech receives written notice to the contrary from the Customer within 48 (forty eight) hours from the date of delivery, the quantity of Goods specified in the Invoice shall be deemed to have been received by the Customer and such Goods will be deemed to have been received in an acceptable and undamaged condition.
5.8. If, at any time, there are amounts due and payable by the Customer to Major Tech in terms of the provisions of clause 4 above, Major Tech shall be entitled, without any prior notice to the Customer and without prejudice to any other rights of Major Tech, to:
5.8.1. defer any further deliveries of Goods until such time as payment of all outstanding amounts has been made; and/or
5.8.2. cancel any order made by the Customer for the Goods and recover any and all damages incurred by Major Tech.
6. RETURN, EXCHANGE AND REFUND POLICY
In addition to the instances set out in clause 9.1 below, the Customer may only return Goods to Major Tech in the event that they fail to satisfy the requirements and standards contemplated in Section 55 of the Consumer Protection Act, 2008 (“CPA”), and then only within the periods set out in Section 56 of the CPA.
7. OWNERSHIP AND RISK
7.1. All risk of damage, destruction or loss in and to the Goods sold shall pass from Major Tech to the Customer on delivery in accordance with clause 5 hereof.
7.2. Notwithstanding delivery, ownership in the Goods sold and delivered shall remain vested in Major Tech until such time as the full purchase price has been paid in accordance with clauses 4.1 to 4.3 of these Terms and Conditions.
8. INTELLECTUAL PROPERTY
8.1. Major Tech is the sole proprietor of all intellectual property in and to the Goods including, but not limited to, any patents, designs, copyright and trade marks vesting in the Goods and the Customer shall not in any way contest Major Tech’s ownership of such intellectual property.
8.2. The sale of the Goods to the Customer by Major Tech in terms of these Terms and Conditions does not constitute an assignment or licence of any rights in the intellectual property in favour of the Customer.
9.1. In addition to the warranties set out in Section 55 read together with Section 56 of the CPA, Major Tech hereby warrants against any material defects for a period of:
9.1.1. 2 (two) years in respect of the Goods which are Instruments, tools, lighting and electronic in nature; and
9.1.2. 5 (five) years in respect of all the Veti 1 Goods and 2 (two) years in respect of all Veti 2 Goods which are Switches and Sockets in nature, calculated from the date of delivery, or in the case of non-delivery, the date on which the Customer takes possession of the Goods, provided that: (a) notice in writing of any defects in the Goods is given to Major Tech by the Customer within 30 (thirty) days of the defects first becoming apparent to the Customer; (b) the relevant Goods are made available to Major Tech for inspection at its request; (c) the defects arose as a direct result of poor workmanship by Major Tech or the use by Major Tech of defective materials; (d) Major Tech shall be entitled to either repair or replace the defective Goods; (e) should Major Tech elect to replace the defective Goods, the Customer shall return the defective Goods to Major Tech which Goods shall then become the property of Major Tech; and (f) the Goods have not been dismantled, altered or tampered with.
9.2. The warranty granted by Major Tech in terms of the provisions of clause 9.1 above shall not be applicable where the Goods have been poorly, negligently and/or incorrectly installed, connected or used.
10. NO LIABILITY
Except as provided for in terms of Section 61 of the CPA, Major Tech shall not be held liable for any losses, liabilities and damages, costs and expenses (including legal fees, disbursements and costs of investigation, litigation, settlement, judgement), fines, interest and penalties in respect of any claims arising out of the incorrect, poor and/or negligent installation, connection and/or use of the Goods by the Customer or any third party (“Losses”) and the Customer hereby indemnifies, holds harmless and agrees to defend Major Tech from any and all such Losses.
11. GOVERNING LAW
The entire provisions of these Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of South Africa. Furthermore, the Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the North Gauteng High Court, Pretoria, in regard to all matters arising from these Terms and Conditions.
12.1. These Terms and Conditions shall constitute the whole agreement between the Parties.
12.2. The Customer shall not have any claim or right of action arising from any express or implied term, undertaking, representation, warranty, promise or the like which is not included or recorded in these Terms and Conditions whether or not it was negligent.
12.3. No variation, amendment or consensual cancellation of these Terms and Conditions or any provision or term hereof and no settlement of any disputes arising under these Terms and Conditions and no extension of time, waiver, relaxation or suspension of any of the provisions or terms of these Terms and Conditions shall be binding or have any force and effect unless reduced to writing and signed by or on behalf of the Parties. Any such extension, waiver, relaxation or suspension which is so given or made shall be construed as relating strictly to the matter in respect of which it was made or given.
12.4. No extension of time, waiver, relaxation or suspension of any of the provisions or terms of these Terms and Conditions shall operate as an estoppel against Major Tech in respect of its rights under these Terms and Conditions.
12.5. No failure by Major Tech to enforce any provision of these Terms and Conditions shall constitute a waiver of such provision or affect in any way its right to require the performance of such provision at any time in the future, nor shall a waiver of a subsequent breach nullify the effectiveness of the provision itself.
12.6. The Customer shall not cede any of its rights or delegate any of its obligations under these Terms and Conditions without the prior written consent of Major Tech.
12.7. If any clause or term of these Terms and Conditions should be invalid, unenforceable, defective or illegal for any reason whatsoever, then the Parties shall negotiate in good faith to replace such clause with a clause which is valid, enforceable and legal but maintaining the essential provisions of that clause to the extent possible, provided that if the Parties should fail to reach agreement on such replacement clause, then the remaining terms and provisions of these Terms and Conditions shall be deemed to be severable and shall continue in full force and effect unless such invalidity, unenforceability, defect or illegality goes to the root of these Terms and Conditions.